1933 Act File No. 33-3164
1940 Act File No. 811-4577
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. 230 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 223 | ☒ |
Federated Hermes Income Securities 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 December 29, 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
|
A | RRFAX
|
C | RRFCX
|
Institutional | RRFIX
|
R6 | TBD
|
|
A
|
C
|
IS
|
R6
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
4.50%
|
None
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase
price or redemption proceeds, as applicable)
|
0.00%
|
1.00%
|
None
|
None
|
None
|
None
|
None
|
None
|
|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None
|
None
|
None
|
None
|
Exchange Fee
|
None
|
None
|
None
|
None
|
|
A
|
C
|
IS
|
R6
|
Management Fee
|
0.40%
|
0.40%
|
0.40%
|
0.40%
|
Distribution (12b-1) Fee
|
10.00%
|
0.75%
|
None
|
None
|
Other Expenses2
|
0.84%
|
0.84%
|
30.59%
|
0.54%
|
Total Annual Fund Operating Expenses
|
1.24%
|
1.99%
|
0.99%
|
0.94%
|
Fee Waivers and/or Expense Reimbursements4
|
(0.64)%
|
(0.64)%
|
(0.64)%
|
(0.63)%
|
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
|
0.60%
|
1.35%
|
0.35%
|
0.31%
|
|
Minimum
Initial/Subsequent
Investment
Amounts1
|
Maximum Sales Charges
|
|
Shares Offered
|
Front-End
Sales Charge2
|
Contingent
Deferred
Sales Charge3
|
|
A
|
$1,500/$100
|
4.50%
|
0.00%
|
C
|
$1,500/$100
|
None
|
1.00%
|
A Class:
|
||
Purchase Amount
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
Less than $100,000
|
4.50%
|
4.71%
|
$100,000 but less than $250,000
|
3.75%
|
3.90%
|
$250,000 but less than $500,000
|
2.50%
|
2.56%
|
$500,000 but less than $1 million
|
2.00%
|
2.04%
|
$1 million or greater1
|
0.00%
|
0.00%
|
A Class:
|
|
|
If you make a purchase of A class in the amount of $1 million or more and your financial intermediary received an advance
commission on the sale, you will pay a
0.75% CDSC on any such Shares redeemed within 24 months of the purchase.
|
||
C Class:
|
||
You will pay a 1.00% CDSC if you redeem Shares within 12 months of the purchase date.
|
A Class:
|
|
Purchase Amount
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
Less than $100,000
|
4.00%
|
$100,000 but less than $250,000
|
3.25%
|
$250,000 but less than $500,000
|
2.25%
|
$500,000 but less than $1 million
|
1.80%
|
$1 million or greater
|
0.00%
|
A Class (for purchases over $1 million):
|
|
Purchase Amount
|
Advance Commission
as a Percentage of
Public Offering Price
|
First $1 million - $5 million
|
0.75%
|
Next $5 million - $20 million
|
0.50%
|
Over $20 million
|
0.25%
|
C Class:
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
All Purchase Amounts
|
1.00%
|
|
Six Months
Ended
(unaudited)
3/31/2021
|
Year Ended September 30,
|
Period
Ended
9/30/20161
|
Year
Ended
3/31/2016
|
|||
|
2020
|
2019
|
2018
|
2017
|
|||
Net Asset Value, Beginning of Period
|
$11.52
|
$10.61
|
$10.22
|
$10.33
|
$10.40
|
$10.24
|
$10.32
|
Income From Investment Operations:
|
|
|
|
|
|
|
|
Net investment income (loss)2
|
0.05
|
0.09
|
0.18
|
0.26
|
0.15
|
0.14
|
0.12
|
Net realized and unrealized gain (loss)
|
0.03
|
0.90
|
0.43
|
(0.11)
|
(0.07)
|
0.10
|
(0.13)
|
Total Income From Investment Operations
|
0.08
|
0.99
|
0.61
|
0.15
|
0.08
|
0.24
|
(0.01)
|
Less Distributions:
|
|
|
|
|
|
|
|
Distributions from net investment income
|
(0.06)
|
(0.08)
|
(0.22)
|
(0.26)
|
(0.15)
|
(0.08)
|
(0.05)
|
Distributions from net realized gain
|
—
|
—
|
—
|
—
|
—
|
—
|
(0.02)3
|
Total Distributions
|
(0.06)
|
(0.08)
|
(0.22)
|
(0.26)
|
(0.15)
|
(0.08)
|
(0.07)
|
Net Asset Value, End of Period
|
$11.54
|
$11.52
|
$10.61
|
$10.22
|
$10.33
|
$10.40
|
$10.24
|
Total Return4
|
0.65%
|
9.41%
|
6.03%
|
1.49%
|
0.78%
|
2.40%
|
(0.10)%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
|
|
Net expenses5
|
0.74%6
|
0.74%
|
0.74%
|
0.74%
|
0.74%
|
0.74%6
|
0.74%
|
Net investment income
|
0.94%6
|
0.80%
|
1.74%
|
2.54%
|
1.47%
|
2.75%6
|
1.21%
|
Expense waiver/reimbursement7
|
0.57%6
|
0.82%
|
0.88%
|
1.10%
|
1.08%
|
1.34%6
|
1.06%
|
Supplemental Data:
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$19,211
|
$17,772
|
$14,884
|
$23,230
|
$12,819
|
$13,732
|
$13,173
|
Portfolio turnover
|
13%
|
78%
|
35%
|
34%
|
26%
|
13%
|
35%
|
1
|
The Fund has changed its fiscal year end from March 31 to September 30. This period represents the six-month period from April
1, 2016 to September 30, 2016.
|
2
|
Per share numbers have been calculated using the average shares method.
|
3
|
Represents a return of capital for federal income tax purposes.
|
4
|
Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if
applicable. Total returns for periods of
less than one year are not annualized.
|
5
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
6
|
Computed on an annualized basis.
|
7
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not
reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Six Months
Ended
(unaudited)
3/31/2021
|
Year Ended September 30,
|
Period
Ended
9/30/20161
|
Year
Ended
3/31/2016
|
|||
|
2020
|
2019
|
2018
|
2017
|
|||
Net Asset Value, Beginning of Period
|
$11.31
|
$10.44
|
$10.08
|
$10.18
|
$10.26
|
$10.10
|
$10.24
|
Income From Investment Operations:
|
|
|
|
|
|
|
|
Net investment income (loss)2
|
0.01
|
(0.00)3
|
0.10
|
0.21
|
0.08
|
0.10
|
0.06
|
Net realized and unrealized gain (loss)
|
0.02
|
0.90
|
0.42
|
(0.13)
|
(0.07)
|
0.11
|
(0.15)
|
Total Income From Investment Operations
|
0.03
|
0.90
|
0.52
|
0.08
|
0.01
|
0.21
|
(0.09)
|
Less Distributions:
|
|
|
|
|
|
|
|
Distributions from net investment income
|
(0.03)
|
(0.03)
|
(0.16)
|
(0.18)
|
(0.09)
|
(0.05)
|
(0.03)
|
Distributions from net realized gain
|
—
|
—
|
—
|
—
|
—
|
—
|
(0.02)4
|
Total Distributions
|
(0.03)
|
(0.03)
|
(0.16)
|
(0.18)
|
(0.09)
|
(0.05)
|
(0.05)
|
Net Asset Value, End of Period
|
$11.31
|
$11.31
|
$10.44
|
$10.08
|
$10.18
|
$10.26
|
$10.10
|
Total Return5
|
0.22%
|
8.60%
|
5.21%
|
0.77%
|
0.07%
|
2.04%
|
(0.90)%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
|
|
Net expenses6
|
1.49%7
|
1.49%
|
1.49%
|
1.49%
|
1.49%
|
1.49%7
|
1.49%
|
Net investment income (loss)
|
0.15%7
|
(0.02)%
|
0.94%
|
2.07%
|
0.77%
|
2.00%7
|
0.61%
|
Expense waiver/reimbursement8
|
0.56%7
|
0.82%
|
0.88%
|
1.14%
|
1.08%
|
1.34%7
|
1.06%
|
Supplemental Data:
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$2,687
|
$2,089
|
$2,284
|
$2,736
|
$4,068
|
$4,710
|
$5,111
|
Portfolio turnover
|
13%
|
78%
|
35%
|
34%
|
26%
|
13%
|
35%
|
1
|
The Fund has changed its fiscal year end from March 31 to September 30. This period represents the six-month period from April
1, 2016 to September 30, 2016.
|
2
|
Per share numbers have been calculated using the average shares method.
|
3
|
Represents less than $0.01.
|
4
|
Represents a return of capital for federal income tax purposes.
|
5
|
Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if
applicable. Total returns for periods of
less than one year are not annualized.
|
6
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
7
|
Computed on an annualized basis.
|
8
|
This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above. Amount
does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Six Months
Ended
(unaudited)
3/31/2021
|
Year Ended September 30,
|
Period
Ended
9/30/20161
|
Year
Ended
3/31/2016
|
|||
|
2020
|
2019
|
2018
|
2017
|
|||
Net Asset Value, Beginning of Period
|
$11.60
|
$10.67
|
$10.27
|
$10.37
|
$10.44
|
$10.28
|
$10.35
|
Income From Investment Operations:
|
|
|
|
|
|
|
|
Net investment income (loss)2
|
0.06
|
0.12
|
0.25
|
0.30
|
0.18
|
0.15
|
0.14
|
Net realized and unrealized gain (loss)
|
0.03
|
0.91
|
0.39
|
(0.11)
|
(0.07)
|
0.11
|
(0.14)
|
Total Income From Investment Operations
|
0.09
|
1.03
|
0.64
|
0.19
|
0.11
|
0.26
|
0.00
|
Less Distributions:
|
|
|
|
|
|
|
|
Distributions from net investment income
|
(0.07)
|
(0.10)
|
(0.24)
|
(0.29)
|
(0.18)
|
(0.10)
|
(0.05)
|
Distributions from net realized gain
|
—
|
—
|
—
|
—
|
—
|
—
|
(0.02)3
|
Total Distributions
|
(0.07)
|
(0.10)
|
(0.24)
|
(0.29)
|
(0.18)
|
(0.10)
|
(0.07)
|
Net Asset Value, End of Period
|
$11.62
|
$11.60
|
$10.67
|
$10.27
|
$10.37
|
$10.44
|
$10.28
|
Total Return4
|
0.77%
|
9.74%
|
6.29%
|
1.82%
|
1.04%
|
2.52%
|
0.06%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
|
|
Net expenses5
|
0.49%6
|
0.49%
|
0.49%
|
0.49%
|
0.49%
|
0.49%6
|
0.49%
|
Net investment income
|
1.10%6
|
1.06%
|
2.39%
|
2.93%
|
1.76%
|
2.94%6
|
1.37%
|
Expense waiver/reimbursement7
|
0.55%6
|
0.82%
|
0.88%
|
1.13%
|
1.08%
|
1.36%6
|
1.06%
|
Supplemental Data:
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$64,311
|
$34,967
|
$24,444
|
$14,048
|
$14,377
|
$13,760
|
$11,837
|
Portfolio turnover
|
13%
|
78%
|
35%
|
34%
|
26%
|
13%
|
35%
|
1
|
The Fund has changed its fiscal year end from March 31 to September 30. This period represents the six-month period from April
1, 2016 to September 30, 2016.
|
2
|
Per share numbers have been calculated using the average shares method.
|
3
|
Represents a return of capital for federal income tax purposes.
|
4
|
Based on net asset value. Total returns for periods of less than one year are not annualized.
|
5
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
6
|
Computed on an annualized basis.
|
7
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not
reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
FEDERATED HERMES INFLATION PROTECTED SECURITIES FUND - A CLASS
|
|||||
ANNUAL EXPENSE RATIO: 1.24%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: 4.50%
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$477.50
|
$10,027.50
|
$570.65
|
$9,909.08
|
2
|
$9,909.08
|
$495.45
|
$10,404.53
|
$125.18
|
$10,281.66
|
3
|
$10,281.66
|
$514.08
|
$10,795.74
|
$129.89
|
$10,668.25
|
4
|
$10,668.25
|
$533.41
|
$11,201.66
|
$134.77
|
$11,069.38
|
5
|
$11,069.38
|
$553.47
|
$11,622.85
|
$139.84
|
$11,485.59
|
6
|
$11,485.59
|
$574.28
|
$12,059.87
|
$145.10
|
$11,917.45
|
7
|
$11,917.45
|
$595.87
|
$12,513.32
|
$150.55
|
$12,365.55
|
8
|
$12,365.55
|
$618.28
|
$12,983.83
|
$156.22
|
$12,830.49
|
9
|
$12,830.49
|
$641.52
|
$13,472.01
|
$162.09
|
$13,312.92
|
10
|
$13,312.92
|
$665.65
|
$13,978.57
|
$168.18
|
$13,813.49
|
Cumulative
|
|
$5,669.51
|
|
$1,882.47
|
|
FEDERATED HERMES INFLATION PROTECTED SECURITIES FUND - C CLASS
|
|||||
ANNUAL EXPENSE RATIO: 1.99%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$201.99
|
$10,301.00
|
2
|
$10,301.00
|
$515.05
|
$10,816.05
|
$208.07
|
$10,611.06
|
3
|
$10,611.06
|
$530.55
|
$11,141.61
|
$214.34
|
$10,930.45
|
4
|
$10,930.45
|
$546.52
|
$11,476.97
|
$220.79
|
$11,259.46
|
5
|
$11,259.46
|
$562.97
|
$11,822.43
|
$227.44
|
$11,598.37
|
6
|
$11,598.37
|
$579.92
|
$12,178.29
|
$234.28
|
$11,947.48
|
7
|
$11,947.48
|
$597.37
|
$12,544.85
|
$241.33
|
$12,307.10
|
8
|
$12,307.10
|
$615.36
|
$12,922.46
|
$248.60
|
$12,677.54
|
Converts from Class C to Class A
|
|
|
|
Annual Expense Ratio 1.24%
|
|
9
|
$12,677.54
|
$633.88
|
$13,311.42
|
$160.16
|
$13,154.22
|
10
|
$13,154.22
|
$657.71
|
$13,811.93
|
$166.18
|
$13,648.82
|
Cumulative
|
|
$5,739.33
|
|
$2,123.18
|
|
FEDERATED HERMES INFLATION PROTECTED SECURITIES FUND - IS CLASS
|
|||||
ANNUAL EXPENSE RATIO: 0.99%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$100.98
|
$10,401.00
|
2
|
$10,401.00
|
$520.05
|
$10,921.05
|
$105.03
|
$10,818.08
|
3
|
$10,818.08
|
$540.90
|
$11,358.98
|
$109.25
|
$11,251.89
|
4
|
$11,251.89
|
$562.59
|
$11,814.48
|
$113.63
|
$11,703.09
|
5
|
$11,703.09
|
$585.15
|
$12,288.24
|
$118.18
|
$12,172.38
|
6
|
$12,172.38
|
$608.62
|
$12,781.00
|
$122.92
|
$12,660.49
|
7
|
$12,660.49
|
$633.02
|
$13,293.51
|
$127.85
|
$13,168.18
|
8
|
$13,168.18
|
$658.41
|
$13,826.59
|
$132.98
|
$13,696.22
|
9
|
$13,696.22
|
$684.81
|
$14,381.03
|
$138.31
|
$14,245.44
|
10
|
$14,245.44
|
$712.27
|
$14,957.71
|
$143.86
|
$14,816.68
|
Cumulative
|
|
$6,005.82
|
|
$1,212.99
|
|
FEDERATED HERMES INFLATION PROTECTED SECURITIES FUND - R6 CLASS
|
|||||
ANNUAL EXPENSE RATIO: 0.94%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$95.91
|
$10,406.00
|
2
|
$10,406.00
|
$520.30
|
$10,926.30
|
$99.80
|
$10,828.48
|
3
|
$10,828.48
|
$541.42
|
$11,369.90
|
$103.85
|
$11,268.12
|
4
|
$11,268.12
|
$563.41
|
$11,831.53
|
$108.07
|
$11,725.61
|
5
|
$11,725.61
|
$586.28
|
$12,311.89
|
$112.46
|
$12,201.67
|
6
|
$12,201.67
|
$610.08
|
$12,811.75
|
$117.02
|
$12,697.06
|
7
|
$12,697.06
|
$634.85
|
$13,331.91
|
$121.78
|
$13,212.56
|
8
|
$13,212.56
|
$660.63
|
$13,873.19
|
$126.72
|
$13,748.99
|
9
|
$13,748.99
|
$687.45
|
$14,436.44
|
$131.86
|
$14,307.20
|
10
|
$14,307.20
|
$715.36
|
$15,022.56
|
$137.22
|
$14,888.07
|
Cumulative
|
|
$6,019.78
|
|
$1,154.69
|
|
Share Class | Ticker
|
A | RRFAX
|
C | RRFCX
|
Institutional | RRFIX
|
R6 TBD
|
|
Contents
|
1
|
How is the Fund Organized?
|
|
2021
|
2020
|
2019
|
|||
|
Total Sales
Charges
|
Amount
Retained
|
Total Sales
Charges
|
Amount
Retained
|
Total Sales
Charges
|
Amount
Retained
|
Class A Shares
|
$xx
|
$xx
|
$22,339
|
$2,489
|
$7,594
|
$1,140
|
Class C Shares
|
$xx
|
$xx
|
$188
|
$188
|
$462
|
$462
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
J. Christopher Donahue*
Birth Date: April 11, 1949
President and Trustee
Indefinite Term
Began serving: January 2000
|
Principal Occupations: Principal Executive Officer and President of certain
of the Funds in the Federated Hermes Complex; Director or Trustee of the
Funds in the Federated Hermes Complex; President, Chief Executive
Officer and Director, Federated Hermes, Inc.; Chairman and Trustee,
Federated Investment Management Company; Trustee, Federated
Investment Counseling; Chairman and Director, Federated Global
Investment Management Corp.; Chairman and Trustee, Federated Equity
Management Company of Pennsylvania; Trustee, Federated Shareholder
Services Company; Director, Federated Services Company.
Previous Positions: President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
$0
|
$0
|
John B. Fisher*
Birth Date: May 16, 1956
Trustee
Indefinite Term
Began serving: May 2016
|
Principal Occupations: Principal Executive Officer and President of certain
of the Funds in the Federated Hermes Complex; Director or Trustee of
certain of the Funds in the Federated Hermes Complex; Vice President,
Federated Hermes, Inc.; President, Director/Trustee and CEO, Federated
Advisory Services Company, Federated Equity Management Company of
Pennsylvania, Federated Global Investment Management Corp., Federated
Investment Counseling, Federated Investment Management Company;
President of some of the Funds in the Federated Hermes Complex and
Director, Federated Investors Trust Company.
Previous Positions: President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and Director of Federated
Investment Counseling; President and CEO of Passport Research, Ltd.;
Director, Edgewood Securities Corp.; Director, Federated Services
Company; Director, Federated Hermes, Inc.; Chairman and Director,
Southpointe Distribution Services, Inc. and President, Technology,
Federated Services Company.
|
$0
|
$0
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Trust and
Federated Hermes Complex
(past calendar year)
|
John T. Collins
Birth Date: January 24, 1947
Trustee
Indefinite Term
Began serving: October 2013
|
Principal Occupations: Director or Trustee and Chair of the Board of
Directors or Trustees, of the Federated Hermes Complex; formerly,
Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
Other Directorships Held: Chairman of the Board of Directors, Director,
KLX Energy Services Holdings, Inc. (oilfield services); former Director of KLX
Corp (aerospace).
Qualifications: Mr. Collins has served in several business and financial
management roles and directorship positions throughout his career.
Mr. Collins previously served as Chairman and CEO of The Collins Group,
Inc. (a private equity firm) and as a Director of KLX Corp. Mr. Collins serves
as Chairman Emeriti, Bentley University. Mr. Collins previously served as
Director and Audit Committee Member, Bank of America Corp.; Director,
FleetBoston Financial Corp.; and Director, Beth Israel Deaconess Medical
Center (Harvard University Affiliate Hospital).
|
$208.78
|
$286,000
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Trust and
Federated Hermes Complex
(past calendar year)
|
G. Thomas Hough
Birth Date: February 28, 1955
Trustee
Indefinite Term
Began serving: August 2015
|
Principal Occupations: Director or Trustee, Chair of the Audit Committee
of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP
(public accounting firm) (Retired).
Other Directorships Held: Director, Chair of the Audit Committee,
Equifax, Inc.; Director, Member of the Audit Committee, Haverty Furniture
Companies, Inc.; formerly, Director, Member of Governance and
Compensation Committees, Publix Super Markets, Inc.
Qualifications: Mr. Hough has served in accounting, business management
and directorship positions throughout his career. Mr. Hough most recently
held the position of Americas Vice Chair of Assurance with Ernst &
Young LLP (public accounting firm). Mr. Hough serves on the President’s
Cabinet and Business School Board of Visitors for the University of
Alabama. Mr. Hough previously served on the Business School Board of
Visitors for Wake Forest University, and he previously served as an
Executive Committee member of the United States Golf Association.
|
$203.90
|
$321,000
|
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.
|
$182.74
|
$286,000
|
Thomas M. O’Neill
Birth Date: June 14, 1951
Trustee
Indefinite Term
Began serving: October 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).
|
$182.74
|
$286,000
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Trust and
Federated Hermes Complex
(past calendar year)
|
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.
|
$157.12
|
$49,668.48
|
P. Jerome Richey
Birth Date: February 23, 1949
Trustee
Indefinite Term
Began serving: October 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).
|
$178.93
|
$260,000
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: January 2000
|
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).
|
$178.64
|
$345,000
|
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: 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.
|
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Stephen Van Meter
Birth Date: June 5, 1975
CHIEF COMPLIANCE OFFICER
AND SENIOR VICE PRESIDENT
Officer since: July 2015
|
Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Hermes Complex; Vice President
and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of certain of its subsidiaries.
Mr. Van Meter joined Federated Hermes, Inc. in October 2011. He holds FINRA licenses under Series 3, 7, 24 and 66.
Previous Positions: Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Hermes, Inc. Prior to
joining Federated Hermes, Inc., Mr. Van Meter served at the United States Securities and Exchange Commission in the positions
of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Robert J. Ostrowski
Birth Date: April 26, 1963
Chief Investment Officer
Officer since: May 2004
|
Principal Occupations: Robert J. Ostrowski joined Federated Hermes, Inc. in 1987 as an Investment Analyst and became a
Portfolio Manager in 1990. He was named Chief Investment Officer of Federated Hermes, Inc. taxable fixed-income products in
2004 and also serves as a Senior Portfolio Manager. Mr. Ostrowski became an Executive Vice President of the Fund’s Adviser in
2009 and served as a Senior Vice President of the Fund’s Adviser from 1997 to 2009. Mr. Ostrowski has received the Chartered
Financial Analyst designation. He received his M.S. in Industrial Administration from Carnegie Mellon University.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: January 2005
|
Principal Occupations: Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the Federated Hermes
Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice President, Federated Hermes, Inc.; Trustee
and Senior Vice President, Federated Investors Management Company; Trustee and President, Federated Administrative
Services; Director and President, Federated Administrative Services, Inc.; Director and Vice President, Federated Securities
Corp.; Director and Secretary, Federated Private Asset Management, Inc.; Secretary, Federated Shareholder Services Company;
and Secretary, Retirement Plan Service Company of America. Mr. Germain joined Federated Hermes, Inc. in 1984 and is a
member of the Pennsylvania Bar Association.
Previous Positions: Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel, Federated Hermes, Inc.
|
Director/Trustee Emeritus
|
Compensation
From Trust
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus1
|
Peter E. Madden
|
$8.59
|
$52,000.00
|
Charles F. Mansfield, Jr.2
|
$7.15
|
$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 Inflation
Protected Securities Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
J. Christopher Donahue
|
Over $100,000
|
Over $100,000
|
John B. Fisher
|
None
|
Over $100,000
|
Independent Board
Member Name
|
|
|
John T. Collins
|
None
|
Over $100,000
|
G. Thomas Hough
|
None
|
Over $100,000
|
Maureen Lally-Green
|
None
|
Over $100,000
|
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
|
Types of Accounts Managed
by Todd Abraham
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Registered Investment Companies
|
17/$4.5 billion
|
Other Pooled Investment Vehicles
|
0/$0
|
Other Accounts
|
0/$0
|
|
Year Ended September 30,
|
||
|
2021
|
2020
|
2019
|
Advisory Fee Earned
|
$366,153
|
$180,637
|
$164,953
|
Advisory Fee Waived
|
$356,653
|
$180,003
|
$164,527
|
Advisory Fee Reimbursed
|
$2,337
|
$634
|
$426
|
Net Administrative Fee
|
$197,309
|
$161,089
|
$158,426
|
Net 12b-1 Fee:
|
|
|
|
Class A Shares
|
—
|
—
|
—
|
Class C Shares
|
$19,728
|
$14,394
|
$20,027
|
Net Shareholder Services Fee:
|
|
|
|
Class A Shares
|
$57,326
|
$38,683
|
$43,506
|
Class C Shares
|
6,576
|
$4,798
|
$6,675
|
Institutional Shares
|
—
|
—
|
—
|
Gross income from securities lending activities
|
$00.00
|
Fees and/or compensation for securities lending activities and related services
|
|
Fees paid to securities lending agent from a revenue split
|
$00.00
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle)
that are not included in
the revenue split
|
—
|
Administrative fees not included in revenue split
|
—
|
Indemnification fee not included in revenue split
|
—
|
Rebate (paid to borrower)
|
$00.00
|
Other fees not included in revenue split (specify)
|
—
|
Aggregate fees/compensation for securities lending activities
|
$00.00
|
Net income from securities lending activities
|
$00.00
|
Item 28. Exhibits
(c) | Instruments Defining Rights of Security Holders | |
1 | Copy of Specimen Certificate for Institutional Shares and Institutional Service Shares of Beneficial Interest for Federated Income Securities Trust, as filed via EDGAR in Post-Effective Amendment No. 21 on June 24, 1994 on Form N-1A (File Nos. 33-3164 and 811-4577) | |
As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates. |
(f) | Bonus or Profit Sharing Contracts | |
Not applicable |
(i) | Legal Opinion | |
Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered, as filed in Pre-Effective Amendment No. 3 on June 19, 1986 on Form N-1A (File Nos. 33-3164 and 811-4577) |
(k) | Omitted Financial Statements | |
Not Applicable |
(l) | Initial Capital Agreements | |
Conformed copy of Initial Capital Agreement of the Registrant, as filed in Pre-Effective Amendment No. 3 on June 19, 1986 on Form N-1A (File Nos. 33-3164 and 811-4577) |
(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. (To be filed by Amendment)
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, 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.
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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
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(3) Positions and Offices With Registrant |
Executive Vice Presidents: |
Michael Bappert Peter W. Eisenbrandt Anne H. Kruczek Solon A. Person, IV |
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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
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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 |
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John Shrewsbury Peter Siconolfi Bradley Smith John R. Stanley Jonathan Sullivan Gregory Tzanoukakis David Wasik Brian R. Willer Littell L. Wilson James J. Wojciak |
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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 |
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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 and those records required to be maintained by the Adviser with respect to the Registrant in accordance with CFTC regulations are maintained at one of the following locations: |
Registrant |
Federated Hermes Funds 4000 Ericsson Drive Warrendale, PA 15086-7561 (Notices should be sent to the Agent for Service at the address listed on the facing page of this filing.) |
Federated Administrative Services (Administrator) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779
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State Street Bank and Trust Company (Sub-Administrator)
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P.O. Box 5049 Boston, MA 02206-5049 |
Federated Securities Corp. (Distributor) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779
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Federated Equity Management Company of Pennsylvania (Adviser to Federated Capital Income Fund and Federated Muni and Stock Advantage Fund (“Adviser”) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated Investment Management Company (Adviser to Federated Floating Rate Strategic Income Fund, Federated Fund for U.S. Government Securities, Federated Intermediate Corporate Bond Fund, Federated Real Return Bond Fund and Federated Short-Term Income Fund.) (“Adviser”) (Sub-Adviser to Federated Capital Income Fund and Federated Muni and Stock Advantage Fund (“Sub-Adviser”) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated Advisory Services Company (Adviser)
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1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
State Street Bank and Trust Company (Transfer Agent and Dividend Disbursing Agent)
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P.O. Box 219318 Kansas City, MO 64121-9318 |
State Street Bank and Trust Company (Custodian)
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1 Iron Street Boston, MA 02110 |
Bank of New York Mellon
(Custodian) |
The Bank of New York Mellon One Wall Street New York, NY 10286
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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 Income Securities 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 25th day of October, 2021. |
FEDERATED HERMES INCOME SECURITIES TRUST |
BY: /s/ George F. Magera George F. Magera, Assistant Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: |
Exhibit 28 (g) ((1)under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
Execution Copy
Amended and Restated Master Custodian Agreement
This Amended and Restated Master Custodian Agreement is made as of March 1, 2017 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). This Agreement amends and restates the Custodian Contract between the Funds and the Custodian dated as of December 1, 1993, as amended.
Witnesseth:
Whereas, each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and
Whereas, the Custodian is willing to provide the services upon the terms contained in this Agreement;
Section 1. Definitions. In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:
“1940 Act” means the Investment Company Act of 1940, as amended from time to time.
“Board” means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.
“Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com”.
“Domestic securities” means securities held within the United States.
“Foreign securities” means securities held primarily outside of the United States.
“Held outside of the United States” means not held within the United States.
“Held within the United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii) has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.
“Investment Advisor” means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.
“On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
“Portfolio” means (a) in relation to a Fund that is a series organization, a series of the Fund and (b) in relation to a Fund that is not a series organization, the Fund itself.
“Portfolio Interests” means beneficial interests in a Portfolio.
“Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Fund, the Fund’s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.
“SEC” means the U.S. Securities and Exchange Commission.
“Series organization” means an organization that, pursuant to the statute under which the organization is organized, has the following characteristics: (a) the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records to be maintained for each series that identify the property of or associated with the series, (b) debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization.
“UCC” means the Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time.
“Underlying Portfolios” means a group of investment companies as defined in Section 12(d)(1)(F) of the 1940 Act.
“Underlying Shares” means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered “investment companies” (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).
“Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.
“U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a “clearing corporation” as defined in Section 8-102 of the UCC.
Section 2. Employment of Custodian.
Section 2.1 General. Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Portfolios and (b) other assets of each of the Portfolios that the Custodian agrees to treat as financial assets. Each Fund, on behalf of each of its Portfolios, agrees to deliver to the Custodian (i) all securities and cash of the Portfolios, (ii) all other assets of each Portfolio that the Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the Portfolios will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder or to treat any asset that is not a security as a financial asset if such acceptance or treatment is inconsistent with applicable law and/or internal policies and procedures of the Custodian .
Section 2.2 Sub-custodians. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.
Section 2.3 Relationship. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Portfolio is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio. The Custodian does not otherwise agree to treat cash as a financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.
Section 3. Activities of the Custodian with Respect to Property Held in the United States.
Section 3.1 Holding Securities. The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Portfolio, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct, provided, however, that prior to such appointment on behalf of a Portfolio the Custodian must first provide the Fund with written notice of such appointment. The appointment of any agent shall not relieve the Custodian of any of its duties, responsibilities or liabilities, including the standard of care set forth in Section 14.1. The Custodian may at any time or times in its discretion remove the bank or trust company as the Custodian’s agent.
Section 3.2 Registration of Securities. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian shall utilize reasonable efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
Section 3.3 Bank Accounts. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Portfolio, other than cash maintained by the Portfolio in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that (a) every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and (b) each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio of a Fund be approved by vote of a majority of the Fund’s Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
Section 3.4 Collection of Income. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited.
Section 3.5 Delivery Out. The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.
Section 3.6 Deposit of Fund Assets with the Underlying Transfer Agent. Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. Each Portfolio hereby directs the Custodian to deposit and/or maintain such securities with the Underlying Transfer Agent, subject to the following provisions:
1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Portfolio. |
2) | Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodian’s books and records. |
3) | Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Portfolio, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodian’s books and records. |
4) | The Custodian shall not be liable to any Fund or any Portfolio for any loss or damage to any Fund or any Portfolio resulting from maintenance of Underlying Shares with Underlying Transfer Agent provided that the Custodian meets the standard of care set forth in Section 14.1. |
Section 3.7 Proxies. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Portfolio, if the securities or other financial assets are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund or its delegates such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.
Section 3.8 Communications. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund or its delegates for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund or its delegates all written information (including, without limitation, pendency of calls and maturities of securities and expiration of rights in connection therewith, notices of exercise of call and put options written by the Fund, and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund or its delegates for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian to the Fund or its delegates.
Section 4. Provisions Relating to Rules 17f-5 and 17f-7.
Section 4.1. Definitions. As used in this Agreement, the following terms have the following meanings:
“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
“Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.
“Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule 17f-5.
“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.
“Foreign Assets” means, in relation to a Portfolio, any of the Portfolio’s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Portfolio in those investments.
“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.
“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.
“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.
“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.
Section 4.2. The Custodian as Foreign Custody Manager.
4.2.1 Delegation. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation. By giving at least 30 days’ prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.
4.2.2 Exercise of Care as Foreign Custody Manager. In performing the responsibilities delegated to it, the Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise.
4.2.3 Foreign Custody Arrangements. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.
4.2.4 Scope of Delegated Responsibilities: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund.
4.2.5 Reporting Requirements. The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to the Fund’s Board an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2, make a written report to the Board containing a notification of the change.
4.2.6 Representations. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country.
4.2.7 Termination by a Portfolio of the Custodian as Foreign Custody Manager. By giving at least 30 days’ prior written notice to the Custodian, a Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Portfolio.
Section 4.3 Monitoring of Eligible Securities Depositories. The Custodian shall (a) provide the Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a continuing basis and promptly notify the Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.
Section 5. Activities of the Custodian with Respect to Property Held Outside the United States.
Section 5.1. Holding Securities. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those securities and other financial assets as belonging to the Portfolio and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.
Section 5.2. Registration of Foreign Securities. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. To the extent applicable, the Custodian and each Eligible Foreign Custodian shall establish and maintain current powers-of-attorney with respect to such foreign securities and other financial assets held outside of the United States to facilitate the voting of all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund or its delegates such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets. The Fund on behalf of the Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.
Section 5.3. Indemnification by Eligible Foreign Custodians. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to exercise reasonable care in the performance of its duties and to indemnify and hold harmless the Custodian from and against any loss, cost, expense, liability or claim arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At a Fund’s election, a Portfolio shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name.
Section 5.4 Bank Accounts.
5.4.1 General. The Custodian shall identify on its books as for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement, and shall be withdrawable by the Custodian or the Eligible Foreign Custodian only in that capacity. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to the laws of the Commonwealth of Massachusetts. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency, provided, however, that Custodian shall remain liable for the acts or omissions of an Eligible Foreign Custodian in accordance with Section 14.4.
5.4.2 Non-U.S. Branch and Non-U.S. Dollar Deposits. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.
Section 5.5. Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Portfolio shall be entitled. If extraordinary measures are required to collect the income or payment, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.
Section 5.6. Transactions in Foreign Custody Account.
5.6.1 Delivery Out. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Portfolio only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to whom the payment is to be made.
5.6.2 Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.
5.6.3 Settlement Practices. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.
Section 5.7 Shareholder or Bondholder Rights. The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.
Section 5.8. Communications. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial assets being held outside the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.
Section 6. Foreign Exchange.
Section 6.1. Generally. Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
Section 6.2. Fund Elections. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
Section 6.3. Fund Acknowledgement Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) | shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; |
(ii) | shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and |
(iii) | shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time. |
Section 6.4. Transactions by State Street. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
Section 6A. Contractual Settlement Services (Purchase/Sales).
Section 6A.1 General. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.
Section 6A.2 Provision of Services. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
Section 6A.3 Purchase Consideration. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
Section 6A.4 Sales and Redemptions. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
Section 6A.5 Reversals of Provisional Credits or Debits. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.
Section 7. Tax Services.
Section 7.1 General. Subject to and to the extent of receipt by the Custodian of relevant and necessary documentation and information with respect to the Portfolios that the Custodian has requested, the Custodian shall perform the following services: (a) file claims for exemptions, reductions in withholding taxes, or refunds of any tax with respect to withheld foreign (non-U.S.) taxes in instances in which such claims are appropriate; (b) withhold appropriate amounts as required by U.S. tax laws with respect to amounts received on behalf of nonresident aliens; and (c) provide to the Portfolios such information actually received by the Custodian that is reasonably requested by the Fund or could, in the Custodian’s reasonable belief, assist any of the Portfolios in their submission of any reports or returns with respect to taxes. It shall be the responsibility of each Portfolio to notify the Custodian of the obligations imposed on the Portfolio or the Custodian as custodian by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Portfolio with respect to any claim for exemption or refund under the tax law of countries for which the Portfolio has provided sufficient information and documentation.
Section 7.2 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities or other financial assets held within the United States of each Portfolio held by the Custodian and in connection with transfers of securities and other financial assets.
Section 7.3 Authorizations. The Custodian is authorized to deduct from any cash received or credited to the account of a Portfolio any taxes or levies required by any tax or other governmental authority having jurisdiction in respect of such Portfolio’s transactions and to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to Portfolio transactions and holdings.
Section 7.4 Services Further Limited. Other than the servicing responsibilities provided herein, the Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, any Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio by the tax law of any country or of any state or political subdivision thereof. The Custodian shall not be considered the Fund’s tax advisor or tax counsel.
Section 8. Payments for Sales or Redemptions of Portfolio Interests.
Section 8.1 Payment for Portfolio Interests Issued. The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Fund’s transfer agent (the “Transfer Agent”) and deposit into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of the Portfolio and the Transfer Agent of any receipt of the payments by the Custodian.
Section 8.2 Payment for Portfolio Interests Redeemed. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent, if any, or from the Portfolio, to wire funds to or through a commercial bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holder’s Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.
Section 9. Proper Instructions.
Section 9. 1 Form and Security Procedures. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization giving the instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund. The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Fund’s failure to do so shall not affect the Custodian’s authority to rely on the oral instructions, if the Custodian reasonably believes the oral instructions have been given by an individual authorized to give such instructions with respect to the transaction involved.
Section 9.2 Reliance on Officer’s Certificate. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.
Section 9.3 Untimely Proper Instructions. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but, provided that the Custodian meets the standard of care set forth in Section 14.1, will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent; provided, however, the Custodian will use good faith efforts when it follows such Proper Instruction, taking into account past practices (including with respect to resolution of issues and responsibility).
Section 10. Actions Permitted without Express Authority.
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each Portfolio:
1) | Make payments to itself or others for minor expenses of handling securities or other financial assets relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio and the Fund shall have the opportunity to review such payments and the parties shall use good faith efforts to resolve any dispute with respect to such payments; |
2) | Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form; |
3) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
4) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board. |
Section 11. Reserved.
Section 12. Records.
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC or other regulators with jurisdiction over the Funds with respect to the Portfolios. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the Custodian’s personnel as witnesses, the Fund will pay the Custodian for the Custodian’s time and expenses incurred in responding to a non-routine request, order or requirement as reasonably agreed by the Fund and the Custodian, taking into account past practices.
Section 13. Fund’s Independent Accountants; Reports.
Section 13.1 Opinions. The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-CEN or other monthly or annual reports to the SEC and with respect to any other requirements thereof.
Section 13.2 Reports. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.
Section 14. Custodian’s Standard of Care; Exculpation.
14.1 Standard of Care. In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence, misfeasance or willful misconduct and shall be held to the exercise of reasonable care; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation, as if such above-stated higher standard of reasonable care were part of this Agreement.
14.2 Reliance on Proper Instructions. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has reasonably determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.
14.3 Other Reliance. The Custodian is authorized and instructed to reasonably rely upon the information that the Custodian receives from the Fund or any authorized third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to reasonably rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that the Custodian meets the standard of care set forth in Section 14.1.
14.4 Liability for Foreign Custodians. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund or Portfolio elects to invest.
14.5 Insolvency and Country Risk. The Custodian shall in no event be liable for any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk. The Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any domestic sub-custodian or Eligible Foreign Custodian that is not a wholly-owned subsidiary of the Custodian; provided, however, that the foregoing exculpation of the Custodian with respect to the insolvency of a particular Eligible Foreign Custodian shall not be applicable if the Custodian fails to comply with its obligations under this Agreement or as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to such Eligible Foreign Custodian. For the avoidance of doubt, if the Custodian has met its standard of care hereunder and has fulfilled its obligations as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to an Eligible Foreign Custodian, then the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of such Eligible Foreign Custodian.
14.6 Force Majeure and Third Party Actions. Except as may arise from the Custodian’s gross negligence or willful misconduct, the Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b) errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic sub-custodian designated pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodian’s sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
14.7 Indirect/Special/Consequential Damages. Notwithstanding Section
15.2 and any other provision of this Agreement to the contrary, in no event shall either party be liable for any indirect, incidental, consequential, special, punitive, exemplary or enhanced damages of any kind or nature whatsoever (including loss of profit goodwill, reputation, business opportunity or anticipated savings, or losses arising from any special circumstances of the other party or any other person) arising under this Agreement or under law or otherwise in connection with or in any way related to this Agreement or the subject matter hereof (including the provision of the services, and the performance, non-performance or breach of any obligation or duty owed by a party) whether or not such party (including each party’s relevant affiliates) has been advised of, or otherwise might or should have anticipated, the possibility or likelihood of such damages. The limitations of liability set forth in this Section 14.7 shall apply regardless of the form or type of action in which a claim is brought or under which it is made, whether in contract, tort (including negligence of any kind), warranty, strict liability, indemnity or any other legal or equitable grounds, and shall survive failure of an exclusive remedy.
14.8 Delivery of Property. The Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.
14.9 No Investment Advice. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by a Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf.
14.10 Communications. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power. However, the Custodian shall nevertheless exercise its best efforts to take such action in the event that notification is received three business days or less prior to the date on which action is required.
14.11 Loaned Securities. Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility, pursuant to this Agreement, in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled.
14.12 Trade Counterparties. A Fund’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Fund’s sole risk, and the Custodian shall not be obligated to make demands on the Fund’s behalf if the Fund’s counterparty defaults. If a Fund’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will notify the Fund’s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.
Section 15. Compensation and Indemnification of Custodian; Security Interest.
Section. 15.1 Compensation. The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
Section 15.2 Indemnification. Each Portfolio agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith, without negligence and with reasonable care, including, without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund, the Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio. If a Fund on behalf of a Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable therefor, the Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian. The obligations and liabilities any Portfolio assumes shall be limited in any case to the relevant Portfolio and its assets and the Custodian shall not seek satisfaction of any obligation from the shareholders of the relevant Portfolio, any other Portfolio or its shareholders or the Trustees, officers, employees or agents of the Fund. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian against a Fund involving more than one Portfolio, the Fund has the exclusive right to determine the appropriate allocations of liability for any claim between or among Portfolios.
Section 15.3 Security Interest. Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund’s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Portfolio by or through the Custodian. The obligations include, without limitation, the Fund’s obligations to reimburse the Custodian if the Custodian or any of its affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, as well as the Fund’s obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Portfolio’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund's payment or reimbursement obligations, whether contingent or otherwise.
Section 16. Effective Period and Termination.
Section 16.1 Term. This Agreement shall remain in full force and effect for an initial term ending February 28, 2021. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any renewal term, as the case may be. A written notice of non-renewal may be given as to a Fund or a Portfolio.
Section 16.2 Termination. Either party may terminate this Agreement as to a Fund or a Portfolio: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 60 days’ written notice being given by the non-breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.
Section 16.3 Payments Owing to the Custodian. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other reasonable costs, expenses and charges then due. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s or Portfolio’s cash and its securities and other financial assets as set forth in Section 17.
Section 16.4 Reserved.
Section 16.5 Effect of Termination. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement. To the extent the Custodian continues to possess confidential information or records of the Fund or its agents or service providers after the termination of this Agreement, the obligations contained in Sections 12, 20.11, 20.12, and 20.13 of this Agreement shall continue until the five (5) year anniversary of the termination date of this Agreement.
Section 17. Successor Custodian.
Section 17.1 Successor Appointed. If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.
Section 17.2 No Successor Appointed. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Portfolio in accordance with the Proper Instructions.
Section 17.3 No Successor Appointed and No Proper Instructions. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio.
Section 17.4 Remaining Property. If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.
Section 17.5 Reserves. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian.
Section 18. [Reserved]
Section 19. Loan Services Addendum. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
Section 20. General.
Section 20.1 Governing Law. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the Commonwealth of Massachusetts, without giving effect to any conflict of laws rules. Likewise, the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary is the law in force in the Commonwealth of Massachusetts.
Section 20.2 [Reserved]
Section 20.3 Prior Agreements; Amendments. This Agreement supersedes the December 1, 1993 Custodian Contract, as amended, between each Fund on behalf of each of the Fund’s Portfolios and the Custodian relating to the custody of the Fund’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Section 20.4 Assignment. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. However, without the consent of any Fund or any Portfolio, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Custodian. Notwithstanding the foregoing, the Custodian may employ, engage, associate or contract with such person or persons, including, without limitation, affiliates and subsidiaries of the Custodian, as the Custodian may deem desirable to assist it in performing certain of its non-custodial obligations under this Agreement without the consent of any Fund; provided, however, that the compensation of such person or persons shall be paid by the Custodian and that the Custodian shall be as fully responsible to the Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions under this Agreement.
Section 20.5 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Fund’s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.
Section 20.6 Additional Funds and Portfolios.
20.6.1 Additional Fund. If any management investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.
20.6.2 Additional Portfolio. If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which the Fund desires the Custodian to render services as custodian under the terms of this Agreement, the Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder.
Section 20.7 The Parties; Representations and Warranties. All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.
20.7.1 Fund Representations and Warranties. Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
20.7.2 Custodian Representations and Warranties. The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.
Section 20.8 Notices. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To any Fund: c/o Federated Investors, Inc.
Federated Investors Tower - 21st Floor
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Attention: Lori Hensler, Director of Funds Financial Services
Telephone: 412-288-1277
Telecopy: 412-288-8668
with a copy to:
Federated Investors, Inc.
Federated Investors Tower - 17th Floor
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Attention: Chief Legal Officer
Telephone: 412-288-6331
Telecopy: 412-288-8668
To the Custodian: State Street Bank and Trust Company
1 Iron Street
Boston, MA 02110
Attention: Andrea Griffin
Telephone: 617-662-3590
Telecopy: 617-375-4279
with a copy to:
State Street Bank and Trust Company
Legal Division – Global Services Americas
One Lincoln Street
Boston, MA 02111
Attention: Senior Vice President and Senior Managing Counsel
Section 20.9 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.
Section 20.10 Severability; No Waiver. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
Section 20.11 Confidentiality. All information provided under this Agreement by or on behalf of a party or its agents or service providers (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 20.12 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose is expressly permitted under applicable law or regulation to disclose for a legitimate business purpose subject to confidentiality obligation, or has received the prior written consent of the Disclosing Party providing the information, which consent shall not be unreasonably withheld. A Receiving Party shall protect confidential information of a Disclosing Party at least to the same degree as the Receiving Party protects its own confidential information. All confidential information, provided by a Disclosing Party shall remain the property of such Disclosing Party. All confidential information, together with any copies thereof, in whatever form, shall, upon the Disclosing Party’s written request, be returned to the Disclosing Party or destroyed, at the Receiving Party’s election; provided, that the Receiving Party shall be permitted to retain all or any portion of the confidential information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices for backup and storage.
Section 20.12 Use of Data.
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Fund and the Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Custodian’s compensation for services under this Agreement or such other agreement, and the Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Fund.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Section 20.13 Data Privacy. The Custodian will implement and maintain a written information security program that contains appropriate security measures generally consistent with industry standard practices aligned with a security framework appropriate for a large financial services company to safeguard the personal information of the Funds’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security or other tax identification number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account, or (c) any other non-public personal information within the meaning of applicable law or regulation. “Personal Information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public (except to the extent applicable law in a particular jurisdiction does not exclude such publicly available information from protection as personal information).
Section 20.14 Reproduction of Documents. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 20.15 Regulation GG. Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
Section 20.16 Shareholder Communications Election. SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
YES [ ] | The Custodian is authorized to release the Fund’s name, address, and share positions. |
NO [X] The Custodian is not authorized to release the Fund’s name, address, and share positions.
Section 20.17 Business Continuity/Disaster Recovery. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Custodian’s control, the Custodian shall take reasonable steps to minimize service interruptions. Specifically, Custodian shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Custodian shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Fund upon request. Custodian will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to Custodian, the Fund retains the right to review Custodian’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the Custodian also shall discuss with senior management of the Fund any business continuity/disaster recovery plan of the Custodian and/or provide a high-level presentation summarizing such plan.
20.18 Anti-Money Laundering. With respect to the Fund's offering and sale of Interests at any time, and for all subsequent transfers of such interests, the Fund or its delegate shall, directly or indirectly and to the extent required by law: (i) conduct know your customer/client identity due diligence with respect to potential investors and transferees in the Interests and shall obtain and retain due diligence records for each investor and transferee; (ii) use its best efforts to ensure that each investor's and any transferee's funds used to purchase Interests shall not be derived from, nor the product of, any criminal activity; (iii) if requested, provide periodic written verifications that such investors/transferees have been checked against the United States Department of the Treasury Office of Foreign Assets Control database for any non-compliance or exceptions; and (iv) perform its obligations under this Section in accordance with all applicable anti-money laundering laws and regulations. In the event that the Custodian has received advice from counsel that access to underlying due diligence records pertaining to the investors/transferees is necessary to ensure compliance by the Custodian with relevant anti-money laundering (or other applicable) laws or regulations, the Fund shall, upon receipt of written request from the Custodian, provide the Custodian with copies of such due diligence records.
[Remainder of page intentionally left blank.]
Signature Page
In Witness Whereof, each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
EACH OF THE MANAGEMENT INVESTMENT COMPANIES AND SERIES
SET FORTH ON APPENDIX A HERETO
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Fund Treasurer
STATE STREET BANK AND TRUST COMPANY
By:/s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
APPENDIX A
to
Master Custodian Agreement
(revised as of June 1, 2021)
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
Federated Hermes Adjustable Rate Securities Trust
Federated Hermes Adjustable Rate Fund
Federated Hermes Adviser Series:
Federated Hermes Conservative Microshort Fund
Federated Hermes Conservative Municipal Microshort Fund
Federated Hermes MDT Market Neutral Fund
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Government Income Trust
Federated Hermes Government Income Fund
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Bond Fund
Federated Hermes Short-Term Government Trust
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Trust
Federated Hermes Short-Intermediate Government Fund
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Strategic Value Dividend Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Index Trust:
Federated Hermes Max-Cap Index Fund
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 Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
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 New York Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
[ ]
Appendix A
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
Federated Hermes Adjustable Rate Securities Trust
Federated Hermes Equity Income Fund, 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 Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust
Federated Hermes Short-Intermediate Government Trust
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Strategic Value Dividend Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Equity Advantage Fund
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Index Trust:
Federated Hermes Max-Cap Index Fund
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 Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Hermes Kaufmann Fund II
Federated Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Managed Volatility Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
Federated Hermes Money Market Obligations Trust:
Federated Hermes California Municipal Cash Trust
Federated Hermes Connecticut Municipal Cash Trust
Federated Hermes Florida Municipal Cash Trust
Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Obligations Fund
Federated Hermes Massachusetts Municipal Cash Trust
Federated Hermes Michigan Municipal Cash Trust
Federated Hermes Institutional Money Market Management
Federated Hermes Municipal Obligations Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Ohio Municipal Cash Trust
Federated Hermes Pennsylvania Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Virginia Municipal Cash Trust
Appendix B
[ ]
LOAN SERVICES ADDENDUM
TO AMENDED AND RESTATED
MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Amended and Restated Master Custodian Agreement, dated March 1, 2017, as amended (the “Custodian Agreement”) by and among each fund (a “Fund”) identified on Appendix A thereto or made subject thereto pursuant to Section 20.6 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”). As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund on behalf of one or more of its Portfolios.
Section 1. Payment Custody. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,
(a) the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
Section 2. Monitoring. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”); and
(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, use best efforts to notify the agent of the obligor and/or any other intermediary banks of the obligor’s failure to make timely payment, and (ii) if such payment is not received, promptly notify the Fund (or the Investment Manager on its behalf) of such obligor’s failure to make the loan payment, and (iii) provide a report to the Fund that the payment has not been received and (iv) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.
Section 3. Exculpation of the Custodian.
(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
(b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
Global Custody Network
Schedule A
DECEMBER 31, 2016
Depositories Operating in Network Markets Schedule B
DECEMBER 31, 2016
TRANSNATIONAL DEPOSITORIES
Euroclear Bank S.A./N.V. Domestic securities from more than 40 markets
Clearstream Banking, S.A. Domestic securities from more than 50 markets
Global Custody Network Publications
Schedule C
Publication / Type of Information (scheduled update frequency) |
Brief Description |
The Guide to Custody in World Markets (regular my.statestreet.com updates) |
An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services. |
Global Custody Network Review (updated annually on my.statestreet.com) |
Information relating to Foreign Subcustodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks. |
Securities Depository Review (updated annually on my.statestreet.com) |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. |
Global Legal Survey (updated annually on my.statestreet.com) |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts:
(i) access of a fund’s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System,
(ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System,
(iii) a fund’s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and
(iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. |
Subcustodian Agreements (available on CD-ROM annually) |
Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. |
Global Market Bulletin (daily or as necessary via email and on my.statestreet.com) |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients. |
Foreign Custody Risk Advisories (provided as necessary and on my.statestreet.com) | For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. |
Foreign Custody Manager Material Change Notices (quarterly or as necessary and on my.statestreet.com) |
Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. |
Please contact GlobalMarketInformation@statestreet.com with questions about this document.
The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.
Copyright 2017 State Street Corporation
www.statestreet.com
[ ]
January 19, 2021
State Street Bank and Trust Company
1 Iron Street
Boston, MA 02110
Attention: Andrea Griffin, Vice President
Re: FEDERATED HERMES ADVISER SERIES (the “Company”)
Ladies and Gentlemen:
Please be advised that the undersigned Company has established new Funds to be known as Federated Hermes Conservative Municipal Microshort Fund, and Federated Hermes Conservative Microshort Fund, respectively (the “Funds”).
In accordance with Section 20.6, the Additional Funds and Portfolios provision, of the Master Custodian Agreement dated as of March 1, 2017, as amended, modified, or supplemented from time to time (the “Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company (“State Street”), the undersigned Company hereby requests that State Street act as Custodian for the new Funds under the terms of the Agreement, and that Appendix A to the Agreement is hereby amended and restated as set forth on Exhibit A attached hereto. In connection with such request, the undersigned Company hereby confirms, as of the date hereof, its representations and warranties set forth in Section 20.7.1 of the Agreement.
Please indicate your acceptance of the foregoing by executing this letter agreement and returning a copy to the Company.
Sincerely,
FEDERATED HERMES ADVISER SERIES
on behalf of:
FEDERATED HERMES CONSERVATIVE MUNICIPAL MICROSHORT FUND, and
FEDERATED HERMES CONSERVATIVE MICROSHORT FUND
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer , Duly Authorized
Agreed and Accepted:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Stefanie Mansfield
Name: Stefanie Mansfield
Title: Managing Director , Duly Authorized
Effective Date: January 19, 2021
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT DATED MARCH 1, 2017
(revised as of June 1, 2021)
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY
September 1, 2021
State Street Bank and Trust Company
1Iron Street
Boston, MA 02110
Attention: Andrea Griffin, Vice President
Re: FEDERATED HERMES ADVISER SERIES (the “Company”)
Ladies and Gentlemen:
Please be advised that the undersigned Company has established a new Fund to be known as Federated Hermes MDT Market Neutral Fund (the “Fund”).
In accordance with Section 20.6, the Additional Funds and Portfolios provision, of the Master Custodian Agreement dated as of March 1, 2017, as amended, modified, or supplemented from time to time (the “Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company (“State Street”), the undersigned Company hereby requests that State Street act as Custodian for the new Funds under the terms of the Agreement, and that Appendix A to the Agreement is hereby amended and restated as set forth on Exhibit A attached hereto. In connection with such request, the undersigned Company hereby confirms, as of the date hereof, its representations and warranties set forth in Section 20.7.1 of the Agreement.
Please indicate your acceptance of the foregoing by executing this letter agreement and returning a copy to the Company.
Sincerely,
FEDERATED HERMES ADVISER SERIES
on behalf of:
Federated Hermes MDT Market Neutral Fund
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer, Duly Authorized
Agreed and Accepted:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Suzanne M. Hinckley
Name: Suzanne M. Hinckley
Title: Senior Vice President, Duly Authorized
Effective Date: September 15, 2021
APPENDIX A
to
Master Custodian Agreement Dated March 1, 2017
(revised as of September 1, 2021)
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Adjustable Rate Fund
Federated Hermes Adviser Series:
Federated Hermes Conservative Municipal Microshort Fund
Federated Hermes Conservative Microshort Fund
Federated Hermes MDT Market Neutral Fund
Federated Hermes Government Income Trust:
Federated Hermes Government Income Fund
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust:
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Trust:
Federated Short-Intermediate Government Fund
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultra Short Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
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 New York Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Exhibit 28
(h) (3) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
THIRD AMENDED AND RESTATED
AGREEMENT
for
ADMINISTRATIVE SERVICES
This Third Amended and Restated Agreement for Administrative Services (the “Agreement”) is made, severally and not jointly, as of September 1, 2021, by each of the registered investment companies listed on Exhibit A hereto, each having its principal office and place of business at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (collectively, the “Investment Company”), and FEDERATED ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Hermes Tower, Pittsburgh, Pennsylvania 15222-3779 (“FAS”). The Agreement amends and restates in its entirety that Second Amended and Restated Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2017, as amended, (the “Superseded Agreement”).
WHEREAS, each investment company subject to this Agreement is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with authorized and issued shares of capital stock or beneficial interest (“Shares”);
WHEREAS, certain investment companies subject to this Agreement are “series companies” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the term “Fund” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Funds” refers to all such portfolios and investment companies, collectively;
WHEREAS, certain of the Funds operate as exchange traded funds (each an “ETF”) in accordance with Rule 6c-11 under the 1940 Act (the “ETF Rule”);
WHEREAS, Shares of each Fund other than the ETFs may be subdivided into classes (each a “Class”) as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Investment Company wishes to appoint FAS as its administrator to provide it with Administrative Services (as herein defined) and FAS desires to accept such appointment;
WHEREAS, Investment Company and FAS are parties to the Superseded Agreement with respect to the subject matter hereof; and
WHEREAS, Investment Company and FAS desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
Article 1. Appointment.
The Investment Company hereby appoints FAS as Administrator for the period on the terms and conditions set forth in this Agreement. FAS hereby accepts such appointment and agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 5 of this Agreement.
Article 2. FAS Duties.
As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds, as such Administrative Services are applicable to each Fund, and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company with respect to any Fund from time to time:
A. LEGAL AND COMPLIANCE ADMINISTRATIVE SERVICES
1. | Prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders. |
2. | Prepare and file with the Securities and Exchange Commission (the “SEC”) and the appropriate state securities authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments thereto, (ii) annual and semi-annual reports to shareholders and other applicable regulatory reports and communications; (iii) proxy materials; (iv) notices pursuant to Rule 24f-2; and (v) such other documents all as may be necessary to enable the Investment Company to continuously offer its shares. |
3. | For each Fund that is an ETF, prepare and file with NYSE Arca, Inc., the Cboe BZX Exchange, Inc., The Nasdaq Stock Market LLC (each an “Exchange”), as applicable, (i) an initial listing application; and (ii) such other documents, reports and filings as may be required by the applicable Exchange for the ETF to maintain the listing of its Shares on the Exchange and to otherwise comply with the rules of the Exchange. |
4. | Prepare and administer contracts on behalf of the Investment Company and supervise relationships with the Investment Company’s other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents, distributors, and in the case of ETFs, authorized participants, subject to any terms and conditions established by the Board and the requirements of the 1940 Act, such supervision may include the engagement of outside consultants from time to time, at FAS’s expense, to review the relationship contracts and recommend changes designed to reduce Fund expenses. |
5. | Provide due diligence of the Investment Company’s other service providers, including, the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents, distributors, and in the case of ETFs, authorized participants, to the extent not otherwise provided by the Investment Company’s other service providers. |
6. | Arrange for and attend shareholders’ meetings; prepare the Investment Company’s representatives who will attend shareholder meetings and all necessary materials in connection with such meetings including, without limitation, a written script for such meetings, minutes and any follow-up documents. |
7. | Provide the Investment Company with legal guidance with respect to its regulated activities, including prospectus disclosures, investment activities, affiliated transactions, investment in senior securities, sales, redemptions and exchanges, distribution of income and capital gains, distribution of Shares, board composition, code of ethics, fidelity bond, custodial services and service provider contracts and the general application of securities laws and regulations to the Investment Company’s business and provide or arrange for all other legal services that constitute Administrative Service required by the Investment Company and not otherwise provided for under this Agreement (it being understood that various legal services will be provided to the Investment Company, the Board and the Independent Trustees at the expense of the Investment Company, as described herein). |
8. | Supervise outside legal counsel retained at the expense of the Investment Company with respect to litigation brought by the Investment Company and against the Investment Company and negotiate litigation settlements and pre-litigation settlements and work-out arrangements. |
9. | Obtain the required documentation to be filed in connection with any lawsuits against the Investment Company and provide information and expertise on administrative matters affecting such litigation. |
10. | Supervise outside legal counsel retained at the expense of the Investment Company with respect to, and review all contracts, filings and required documentation concerning, the acquisition of other investment companies or the liquidation of the Fund; provide guidance on the manner such transactions should be structured to comply with applicable law and obtain at the Investment Company’s expense, legal opinions and regulatory authority rulings necessary for such transactions to comply with applicable law. |
11. | Seek formal guidance from regulatory authorities concerning the application of various regulations to the Investment Company and seek exemptive relief, where appropriate. |
12. | Subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel or other service providers to support the Board’s discussions and actions taken. |
13. | Negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board. |
14. | Monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the Fund or for the applicable service provider. |
15. | Prepare, review and negotiate standard forms of indentures, guarantees, agreements, certificates, confirmations and other documentation relating to the legal terms of securities eligible for purchase by money market funds, provided that FAS shall not have any obligation to: (i) provide any written legal opinions regarding such securities; or (ii) prepare, review or negotiate any document for which a standard form has not been developed and accepted for use by the investment company industry. |
16. | Perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State, (2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as exempt from blue sky reporting for each State and (b) verify the classification of transactions for each State on the transfer agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary transacting for such holder of Shares in performing the obligations set forth in subsection (2) above. |
17. | Provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities laws, the rules and regulations thereunder, and the rules of the Exchanges, as applicable. |
18. | For each Fund that is an ETF, administer and maintain the availability of the website required for each ETF by the ETF Rule. In such capacity, FAS will, among other things, contract with a third party service provider for or otherwise arrange for access to, and publish all information required by the ETF Rule on the website on each business day in accordance with the ETF Rule and the applicable Fund policies and procedures. Such information includes: (i) before the opening of regular trading on the primary listing Exchange of the Fund’s shares, the following information for each portfolio holding that will form the basis of the next calculation of the Fund’s net asset value (“NAV”): (a) Ticker symbol, (b) CUSIP or other identifier, (c) description of holding, (d) quantity of each security or other asset held, and (e) percentage weight of the holding in the portfolio; (ii) the Fund’s NAV, market price, and the premium or discount at which the it is trading, each as of the end of the prior business day, on a daily basis; (iii) the Fund’s median bid-ask spread, expressed as a percentage rounded to the nearest hundredth, over the most recent 30 calendar days; (iv) a table showing the number of days the Fund’s shares traded at a premium or discount during the most recently completed calendar year and for the most recently completed calendar quarter(s) of the current year (or the life of the Fund, if shorter); (v) a line graph showing the Fund’s premiums and discounts for the most recently completed calendar year and for the most recently completed calendar quarter(s) of the current year (or the life of the Fund, if shorter); and (vi) if the share premium or discount at which the Fund is trading is greater than 2% for more than seven consecutive trading days, a statement that the Fund’s premium or discount, as applicable, was greater than 2% and a discussion of the factors that are reasonably believed to have materially contributed to the premium or discount (this information must be posted on the website on the day immediately after the disclosure requirement is triggered and must remain on the Fund’s website for one year after its initial posting). |
19. | Administer the Investment Company’s code of ethics. |
20. | Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in its currently effective registration statement. |
21. | Implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment Company. |
22. | Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company. |
23. | Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“CFTC”) Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “Registered Funds”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“CPOs”) and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority, as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time (collectively, “CFTC Rule 4.5 Administrative Services”). |
B. | FINANCIAL ADMINISTRATIVE SERVICES |
1. | Prepare and file the Investment Company’s tax returns. |
2. | Evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act. |
3. | Compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, dividends, fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the relevant securities market on a daily basis for reasonableness of changes. |
4. | With respect to each Fund that is an ETF, contract for and coordinate the intra-day publication, every 15 seconds throughout the trading day, through the facilities of the Consolidated Tape Association an amount (sometimes referred to as the “INAV”) equal to the sum of the current value of the portfolio positions as reflected in the Fund Deposit (as defined in the Fund’s prospectus) divided by the number of Fund shares outstanding. |
5. | Review and compare, as applicable, the calculation of the Investment Company’s average maturity with the previous calculations for reasonableness of changes. |
6. | Evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment Company’s fair valuation procedures. |
7. | Compare the fund accountant’s calculations of the Investment Company’s undistributed net income balances with the fund accountant’s previous calculations for reasonableness of changes. |
8. | Perform daily reviews, as applicable, of the fund accountant’s shadow net asset value calculations with the previous calculations for reasonableness of changes; notify designated parties, as necessary, of deviations in compliance with the Investment Company’s Rule 2a-7 procedures, if any. |
9. | Perform monthly comparison of the fund accountant’s performance calculations with previous calculations for reasonableness of changes. |
10. | Perform quarterly comparison of the fund accountant’s projected annual fund expenses with previous projections for reasonableness of changes; prepare monthly budgets for specific expense categories to be used in monthly updates to the Investment Company’s expense accruals and projections. |
11. | Review fund expense reports prepared by the fund accountant; monitor compliance with the expense limits stated in the prospectus fee tables, including disclosure regarding which expense categories should be accrued in addition to the expense limits. |
12. | Coordinate and track the payment of all fund expenses that are paid directly by the Fund by the Investment Company’s fund accountant. With respect to each Fund that is an ETF, review and monitor the payment of all fund expenses paid by the investment adviser to the ETF under the terms of the Investment Advisory Agreement with the Fund to confirm payment. |
13. | Compare the fund accountant’s calculation of dividend recommendations with previous recommendations for reasonableness of changes; consult with portfolio managers concerning recommendations for fixed dividend resolution funds. |
14. | Calculate and determine capital gain distributions, if any, for the Investment Company. |
15. | Review the fund accountant’s calculations for shareholder tax reporting of assets under management (“AUM”) income percentages, state income percentages and government income percentages. |
16. | Monitor and confirm the Investment Company’s status as a regulated investment company under the current Internal Revenue Code (“IRC”); monitor and confirm compliance with IRC section 817(h) diversification requirements, as applicable. |
17. | Review and/or prepare, for shareholder tax reporting purposes, as applicable, (i) calculations for qualifying dividend income (QDI), dividends received deduction (DRD), and interest-related and short-term capital gain dividends (QII), (ii) IRC section 1250 gain amounts, as well as assessing compliance with various states’ threshold requirements for reporting certain tax characteristics to shareholders in those states, and (iii) and monitor, review and track the tax basis of the securities in each Fund’s portfolio securities, and, with respect to each Fund that is an ETF, provide such information on a real time basis to the portfolio management team for use in the portfolio management process. |
C. | OTHER ADMINISTRATIVE SERVICES |
1. | Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses. |
2. | Perform internal audit examinations in accordance with a charter adopted by the Investment Company. |
3. | Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company. |
4. | Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest of its Shareholders. |
5. | Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable. |
6. | For each Fund that is not an ETF, monitor trading activity to help identify market timers and recommend policies to deter market timing. |
7. | For each Fund that is not an ETF, review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company. |
8. | For each Fund that is an ETF, review potential authorized participants and existing authorized participants as appropriate to determine/monitor the authorized participant’s ability to adhere to the terms of the authorized participant agreement between the authorized participant and the Fund’s distributor. |
9. | Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services or reduce expenses. |
10. | Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses. |
11. | Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person. |
12. | Perform the following services for each Fund, as applicable, either itself or through its affiliate, Federated Shareholder Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as may be agreed to by Company so long as such changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer agent of the Investment Company (the “Transfer Agent”), for and on behalf of the Investment Company as “Proper Instructions” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only the indemnity obligations owning from the Investment Company or Company thereunder. |
D. SUBCONTRACTORS
1. | FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions. |
2. | FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with an agent selected by the Investment Company, other than as described in D.1. above, provided, however, that FAS shall in no way be responsible to the Investment Company for the acts and omissions of the agent and the expenses of such agent shall be the responsibility of FAS or the Investment Company, as the parties may agree from time to time. |
Article 3. Records.
FAS shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment Company or the Investment Company's authorized representatives.
Article 4. Expenses.
A. | FAS shall be responsible for all expenses (i) expressly assumed by FAS under this Agreement; (ii) incurred in the ordinary course of providing (or causing to be provided) the Administrative Services, including CFTC Rule 4.5 Administrative Services, to the Investment Company and the equipment, office space, and facilities necessary to perform its obligations under this Agreement; and (iii) incurred in maintaining its staff and personnel, including the compensation of FAS employees who serve as trustees or directors or officers of the Investment Company |
B. | Each Fund shall be solely responsible for (i) all expenses expressly assumed by the Funds under this Agreement; (ii) all other fees and expenses incurred in the operation of the Funds, including: |
(a) investment advisory fees and expenses associated with the investment management of the Fund’s portfolios;
(b) shareholder servicing, recordkeeping and distribution and marketing expenses of the Funds;
(c) expenses for transfer agent(s), registrar(s) and dividend disbursing agent(s);
(d) expenses for custodian(s) and related custodial services;
(e) costs of Fund accounting services provided by third parties to the Funds;
(f) costs of services provided by independent auditors;
(g) costs and services of outside legal and tax counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and counsel to the Funds and the Independent Trustees;
(h) ratings agency fees;
(i) costs related to short selling (e.g., prime brokerage fees);
(j) postage and courier expenses;
(k) printing expenses;
(l) expenses for XRBL tagging and regulatory document production (e.g., ArcPro) provided by third parties;
(m) travel and lodging expenses;
(n) Fund registration fees, listing fees and filing fees and other Fund organizational expenses;
(o) taxes;
(p) insurance premiums;
(q) costs, including interest expenses, commitment fees, facilities fees and unused line fees of any borrowings made by the Funds;
(r) fees payable to persons who are not FAS employees and not FAS subcontractors;
(s) Fund-allocation of trade association dues;
(t) expenses of obtaining quotations and other pricing information for calculating the value of the Fund’s net assets, including the Fund-allocation of costs of independent pricing services;
(u) expenses related to the Fund’s Directors and Fund Board meetings, including Director’s fees and costs of electronic board books;
(v) fees charged by third party custodians for calculating Form N-PORT and Form N-CEN information requirements;
(w) expenses incurred in connection with bankruptcies, workouts and restructures, proceedings and other claims against the Funds;
(x) costs of third-party legal, tax, accounting or other expert advice incurred in connection with any litigation, threatened litigation or other regulatory proceeding, by or against the Funds, including third-party record-retention costs related to litigation holds; and
(iii) any other expenses approved from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), and (ii) above reasonably incurred by FAS on the Fund’s behalf “Out of Pocket Expenses”) provided that, any Out of Pocket Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other agreement with the Funds.
C. | Notwithstanding the foregoing, FAS and the Investment Company with respect to each Fund that is an ETF acknowledge, understand and agree that the investment adviser to a Fund that is an ETF may be responsible for making payment for certain Fund expenses identified above under the unitary fee terms of the investment advisory agreement with respect to a Fund (each a “Unitary Fee Agreement”). |
Article 5. Compensation.
A. | In addition to Out of Pocket Expenses, for the Administrative Services provided hereunder, excluding CFTC Rule 4.5 Administrative Services, the Investment Company hereby agrees to pay, or to cause the Fund’s investment adviser to pay in accordance with the applicable Unitary Fee Agreement, and FAS hereby agrees to accept as full compensation for such services a pro rata “Administrative Services Fee” at the annual rates set forth below on the average daily net assets of each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative Services Fee will be charged for those Funds also listed on Exhibit B to this Agreement. |
Administrative Services Fee Rate |
Average Daily Net Assets
of the Investment Complex |
0.100% | up to $50 billion |
0.075% | on assets over $50 billion |
For purposes of calculating the applicable breakpoint under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not also listed on Exhibit B.
B. | For the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees to pay, or to cause the Fund’s investment adviser to pay in accordance with the applicable Unitary Fee Agreement, and FAS hereby agrees to accept as full compensation for such services, an annual “Administrative Service Charge” of $125,000 per Registered Fund. |
C. | The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to FAS by the Fund or investment adviser, as applicable, no less frequently than monthly, and shall be paid daily upon request of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund. |
Article 6. Standard of Care and Indemnification.
A. | FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of FAS, even though paid by FAS. |
B. | FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. |
C. | FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, including its officers, directors, shareholders and their agents, employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: |
1. | The acts or omissions of any custodian, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted by or approved by the Investment Company or Fund. |
2. | The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which: |
(a) are received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment Company.
3. | The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company or the Fund. |
“Proper Instruction” means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.
4. | The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. |
5. | Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration statement, any prospectus or statement of additional information (“SAI”) (as from time to time amended or supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus or SAI, or any amendment or supplement thereof. |
Provided, however, that FAS shall not be protected by this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence in the performance of or reckless disregard of its duties under this Agreement.
D. | At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations. |
E. | The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or reckless disregard by it of its duties under this Agreement. |
F. | In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification (the “Claimant”), shall promptly notify the indemnifying party (the “Indemnifier”) of such assertion. It is further understood that each party will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably withheld), and that the Claimant may participate in such defense at its expense. |
The Indemnifier, in the defense of any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release from all liability in respect to such claim or litigation.
Article 7. Assignment.
A. | This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. |
B. | FAS may, without further consent on the part of the Investment Company, assign its rights and obligations under this Agreement to any entity ultimately controlled by Federated Hermes, Inc. |
C. | Except as provided in Paragraph 7.B., FAS may not assign its rights and obligations under this Agreement, whether directly or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld. |
Article 8. Representations and Warranties.
FAS represents and warrants to the Investment Company that:
1. | It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware; |
2. | It is duly qualified to carry on its business in each jurisdiction where the nature of its business requires such qualification, and in the state of Delaware; |
3. | It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement; and |
4. | All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. |
Article 9. Term and Termination of Agreement.
A. | This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment Company and Fund until terminated as follows: |
1. | the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written notice to the Investment Company; |
2. | the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’ written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period of such notice of termination. |
B. | The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date of such merger or dissolution. |
C. | Articles 6 and 19, 20, 21 and 22 shall survive the termination of this Agreement. |
Article 10. Amendment.
This Agreement may be amended or modified only by a written agreement executed by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, FAS and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.
Article 13. Notices.
Except as otherwise specifically provided herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086, or to FAS at Federated Hermes Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.
Article 15. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.
Article 16. Successor Administrator.
If a successor Administrator for the Investment Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.
Each Fund will bear all out-of-pocket expenses arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses of moving or transmitting materials to the successor Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, epidemic, pandemic, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
1. | the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure; |
2. | the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure; |
3. | no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; and |
4. | the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible. |
Article 18. Severability.
In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and Shareholders of the Investment Company.
The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Trustees and Shareholders of the Company.
The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Article 21. Confidential Information.
(a) Definition. Each party shall safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information of the other party. For purposes of this Article, “Confidential Information” shall mean any and all non-public information which is in any way connected with, derived from or related to the business of the other party which is either designated as confidential or which, by its nature or under the circumstances surrounding its disclosure, reasonably ought to be treated as confidential, and any notes, memoranda, analyses compilations, studies and other documents, whether prepared by the party or others, to the extent they contain or otherwise reflect such information.
(b) Exceptions. Confidential Information shall not include information to the extent such information (i) is already known to the receiving party free of any restriction at the time obtained, including information in the public domain; (ii) is subsequently learned from an independent third party free of restriction; (iii) becomes publicly known through no breach of this Article; or (iv) is independently developed by one party without reference to information which is confidential.
(c) Security. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.
(d) Use of Information. Confidential Information may be disclosed, reproduced, used, summarized or distributed only as necessary in the ordinary course of business to provide the services identified in the Agreement, and only as otherwise provided hereunder or as specifically required or permitted by applicable law.
Article 22. Privacy.
A. | The Investment Company may disclose shareholder/customer non-public information (“NPI”) to FAS as agent of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the ordinary course of business to support the Investment Company and its shareholders. |
B. | FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the Investment Company. |
C. | FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are reasonably designed to: |
1. | insure the security and confidentiality of records and NPI of Investment Company shareholders/customers, including but not limited to encrypting such information as required by applicable federal and state laws or regulations; |
2. | protect against any anticipated threats or hazards to the security or integrity of Investment Company customer records and NPI; and |
3. | protect against unauthorized access to or use of such Investment Company customer records or NPI that could result in substantial harm or inconvenience to any Investment Company customer. |
Article 23. Further Assurance.
Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written.
INVESTMENT COMPANIES |
(listed on Exhibit A hereto) |
|
By: /s/ J. Christopher Donahue |
Name: J. Christopher Donahue |
Title: President |
FEDERATED ADMINISTRATIVE SERVICES |
|
By: /s/ Peter J. Germain |
Name: Peter J. Germain |
Title: President |
Agreement for Administrative Services
EXHIBIT A
This contract is for Federated Funds only.
(Revised as of September 1, 2021)
CONTRACT DATE | INVESTMENT COMPANY | |
11/1/03 | Federated Hermes Adjustable Rate Securities Trust | |
11/1/03 | Federated Hermes Adjustable Rate Fund | Institutional Shares |
11/1/03 | Service Shares | |
6/1/17 | Federated Hermes Adviser Series | |
6/1/19 | Federated Hermes Emerging Markets Equity Fund | Class A Shares |
6/1/19 | Class C Shares | |
6/1/19 | Institutional Shares | |
6/1/19 | Class R6 Shares | |
12/1/18 | Federated Hermes Absolute Return Credit Fund | |
12/1/18 | Class A Shares | |
12/1/18 | Class C Shares | |
12/1/18 | Institutional Shares | |
12/1/18 | Class R6 Shares | |
12/1/20 | Federated Hermes Conservative Microshort Fund | Class A Shares |
12/1/20 | Institutional Shares | |
12/1/20 | Federated Hermes Conservative Municipal Microshort Fund | Class A Shares |
12/1/20 | Institutional Shares | |
12/1/18 | Federated Hermes Global Equity Fund | |
12/1/18 | Class A Shares | |
12/1/18 | Class C Shares | |
12/1/18 | Institutional Shares | |
12/1/18 | Class R6 Shares | |
12/1/18 | Federated Hermes Global Small Cap Fund | |
12/1/18 | Class A Shares | |
12/1/18 | Class C Shares | |
12/1/18 | Institutional Shares | |
12/1/18 | Class R6 Shares | |
3/1/19 | Federated Hermes International Developed Equity Fund | |
3/1/19 | Class A Shares | |
3/1/19 | Class C Shares | |
3/1/19 | Institutional Shares | |
3/1/19 | Class R6 Shares | |
9/1/18 | Federated Hermes SDG Engagement Equity Fund | |
9/1/18 | Class A Shares | |
9/1/18 | Class C Shares | |
9/1/18 | Class R6 Shares | |
9/1/18 | Institutional Shares | |
9/1/18 | Federated Hermes SDG Engagement High Yield Credit Fund | |
9/1/18 | Class A Shares | |
9/1/18 | Class C Shares | |
9/1/18 | Class R6 Shares | |
9/1/18 | Institutional Shares | |
12/1/18 | Federated Hermes Unconstrained Credit Fund | |
12/1/18 | Class A Shares | |
12/1/18 | Class C Shares | |
12/1/18 | Institutional Shares | |
12/1/18 | Class R6 Shares | |
3/1/20 | Federated Hermes US SMID Fund | |
3/1/20 | Class A Shares | |
3/1/20 | Class C shares | |
3/1/20 | Institutional Share | |
3/1/20 | Class R6 Shares | |
6/1/19 | Federated Hermes International Equity Fund | |
6/1/19 | Class A Shares | |
6/1/19 | Class C Shares | |
6/1/19 | Class R6 Shares | |
6/1/19 | Institutional Shares | |
6/1/19 | Federated Hermes International Growth Fund | |
6/1/19 | Class A Shares | |
6/1/19 | Class C Shares | |
6/1/19 | Class R6 Shares | |
6/1/19 | Institutional Shares | |
6/1/17 | Federated Hermes MDT Large Cap Value Fund | |
6/1/17 | Class A Shares | |
6/1/17 | Class B Shares | |
6/1/17 | Class C Shares | |
6/1/17 | Class R Shares | |
6/1/17 | Class R6 Shares | |
6/1/17 | Institutional Shares | |
6/1/17 | Service Shares | |
7/1/21 | Federated Hermes MDT Market Neutral Fund | Class A Shares |
7/1/21 | Institutional Shares | |
11/1/03 | Federated Hermes Core Trust | |
03/1/16 | Emerging Markets Core Fund | |
9/1/10 | Bank Loan Core Fund | |
11/1/03 | Mortgage Core Fund | |
11/1/03 | High Yield Bond Core Fund | |
3/1/08 | Federated Hermes Core Trust III | |
Project and Trade Finance Core Fund | ||
11/1/03 | Federated Hermes Equity Funds | |
12/1/08 | Federated Hermes Clover Small Value Fund | |
12/1/08 | Class A Shares | |
12/1/08 | Class C Shares | |
12/1/08 | Institutional Shares | |
12/29/10 | Class R Shares | |
3/1/16 | Class R6 Shares | |
3/1/08 | Federated Hermes International Strategic Value Dividend Fund | |
3/1/08 | Class A Shares | |
3/1/08 | Class C Shares | |
9/1/16 | Class R6 Shares | |
9/1/16 | Institutional Shares | |
11/1/03 | Federated Hermes Kaufmann Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class R Shares | |
9/1/16 | Institutional Shares | |
9/17/07 | Federated Hermes Kaufmann Large Cap Fund | |
9/17/07 | Class A Shares | |
9/17/07 | Class C Shares | |
9/17/07 | Class R Shares | |
12/30/13 | Class R6 Shares | |
9/17/07 | Institutional Shares | |
11/1/03 | Federated Hermes Kaufmann Small Cap Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
9/1/05 | Class R Shares | |
9/1/17 | Class R6 Shares | |
9/1/15 | Institutional Shares | |
11/1/03 | Federated Hermes MDT Mid Cap Growth Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class C Shares | |
9/1/06 | Class R6 Shares | |
12/1/09 | Institutional Shares | |
9/1/08 | Federated Hermes Prudent Bear Fund | |
9/1/08 | Class A Shares | |
9/1/08 | Class C Shares | |
9/1/08 | Institutional Shares | |
12/1/04 | Federated Hermes Strategic Value Dividend Fund | |
12/1/04 | Class A Shares | |
12/1/04 | Class C Shares | |
3/1/05 | Class R6 Shares | |
6/1/16 | Institutional Shares | |
11/1/03 | Federated Hermes Equity Income Fund, Inc. | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class F Shares | |
1/25/13 | Class R Shares | |
3/1/12 | Institutional Shares | |
9/1/21 | Federated Hermes ETF Trust | |
9/1/21 | **** Federated Hermes Short-Term Corporate ETF | |
9/1/21 | **** Federated Hermes Short-Term High Yield ETF | |
11/1/03 | Federated Hermes Fixed Income Securities, Inc. | |
11/1/03 | Federated Hermes Strategic Income Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class F Shares | |
1/27/17 | Class R6 Shares | |
9/1/07 | Institutional Shares | |
11/1/03 | Federated Hermes Municipal Ultrashort Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Institutional Shares | |
3/1/19 | Class R6 Shares | |
6/1/08 | Federated Hermes Global Allocation Fund | |
6/1/08 | Class A Shares | |
6/1/08 | Class B Shares | |
6/1/08 | Class C Shares | |
6/1/08 | Class R Shares | |
3/1/16 | Class R6 Shares | |
3/1/09 | Institutional Shares | |
11/1/03 | Federated Hermes Government Income Securities, Inc. | |
11/1/03 | Class A Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class F Shares | |
3/1/20 | Institutional Shares | |
11/1/03 | Federated Hermes Government Income Trust | |
11/1/03 | Federated Hermes Government Income Fund | Institutional Shares |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes High Income Bond Fund, Inc. | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
1/27/17 | Class R6 Shares | |
1/27/17 | Institutional Shares | |
11/1/03 | Federated Hermes High Yield Trust | |
3/1/14 | Federated Hermes Opportunistic High Yield Bond Fund | Class A Shares |
3/1/14 | Class C Shares | |
4/30/10 | Service Shares | |
6/1/13 | Institutional Shares | |
9/1/16 | Class R6 Shares | |
11/1/03 | Federated Hermes Income Securities Trust | |
11/1/03 | Federated Hermes Capital Income Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class F Shares | |
6/1/13 | Class R Shares | |
3/1/12 | Institutional Shares | |
9/1/10 | **** Federated Hermes Floating Rate Strategic Income Fund | |
9/1/10 | Class A Shares | |
Class A 1 Shares | ||
9/1/10 |
|
|
9/1/10 | Institutional Shares | |
9/1/16 | Class R6 Shares | |
11/1/03 | Federated Hermes Fund for U.S. Government Securities | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
3/1/20 | Institutional Shares | |
11/1/03 | Federated Hermes Intermediate Corporate Bond Fund | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Muni and Stock Advantage Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
5/29/07 | Class F Shares | |
12/1/10 | Institutional Shares | |
12/1/05 | Federated Hermes Real Return Bond Fund | |
12/1/05 | Class A Shares | |
12/1/05 | Class C Shares | |
12/1/05 | Institutional Shares | |
11/1/03 | Federated Hermes Short-Term Income Fund | |
12/1/03 | Class A Shares | |
9/1/21 | Class A2 Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
9/1/16 | Class R6 Shares | |
11/1/03 | Federated Hermes Institutional Trust | |
11/1/03 | Federated Hermes Government Ultrashort Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
3/1/16 | Class R6 Shares | |
11/1/03 | Federated Hermes Institutional High Yield Bond Fund | |
12/1/07 | Institutional Shares | |
03/1/16 | R6 Shares | |
6/1/05 | Federated Hermes Short-Intermediate Total Return Bond Fund | |
1/31/14 | Class A Shares | |
9/1/16 | Class R6 Shares | |
6/1/05 | Institutional Shares | |
6/1/05 | Service Shares | |
11/1/03 | Federated Hermes Insurance Series | |
11/1/03 | Federated Hermes Fund for U.S. Government Securities II | |
11/1/03 | Federated Hermes High Income Bond Fund II | |
11/1/03 | Primary Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Kaufmann Fund II | |
11/1/03 | Primary Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Managed Volatility Fund II | |
6/1/18 | Primary Shares | |
6/1/18 | Service Shares | |
11/1/03 | Federated Hermes Government Money Fund II | |
9/1/15 | Primary Shares | |
9/1/15 | Service Shares | |
11/1/03 | Federated Hermes Quality Bond Fund II | |
11/1/03 | Primary Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes International Series, Inc. | |
11/1/03 | Federated Hermes Global Total Return Bond Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class C Shares | |
9/1/16 | Institutional Shares | |
11/1/03 | Federated Hermes Investment Series Funds, Inc. | |
11/1/03 | Federated Hermes Corporate Bond Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class F Shares | |
9/1/16 | Class R6 Shares | |
9/1/07 | Institutional Shares | |
12/1/05 | Federated Hermes Managed Pool Series | |
12/1/05 | Federated Hermes Corporate Bond Strategy Portfolio | |
12/1/05 | Federated Hermes High-Yield Strategy Portfolio | |
12/1/05 | Federated Hermes International Bond Strategy Portfolio | |
12/1/14 | Federated Hermes International Dividend Strategy Portfolio | |
12/1/05 | Federated Hermes Mortgage Strategy Portfolio | |
7/31/06 | Federated Hermes MDT Series | |
7/31/06 | Federated Hermes MDT All Cap Core Fund | |
7/31/06 | Class A Shares | |
7/31/06 | Class C Shares | |
9/1/16 | Class R6 Shares | |
7/31/06 | Institutional Shares | |
7/31/06 | Federated Hermes MDT Balanced Fund | |
7/31/06 | Class A Shares | |
7/31/06 | Class C Shares | |
9/1/16 | Class R6 Shares | |
7/31/06 | Institutional Shares | |
7/31/06 | Federated Hermes MDT Large Cap Growth Fund | |
7/31/06 | Class A Shares | |
3/1/07 | Class B Shares | |
7/31/06 | Class C Shares | |
7/31/06 | Institutional Shares | |
7/31/06 | Federated Hermes MDT Small Cap Core Fund | |
7/31/06 | Class A Shares | |
7/31/06 | Class C Shares | |
7/31/06 | Institutional Shares | |
3/1/16 | Class R6 Shares | |
7/31/06 | Federated Hermes MDT Small Cap Growth Fund | |
7/31/06 | Class A Shares | |
7/31/06 | Class C Shares | |
7/31/06 | Institutional Shares | |
3/1/16 | Class R6 Shares | |
11/1/03 | Federated Hermes Municipal Bond Fund, Inc. | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
5/29/07 | Class F Shares | |
6/1/17 | Institutional Shares | |
11/1/03 | Federated Hermes Municipal Securities Income Trust | |
11/1/03 | Federated Hermes Michigan Intermediate Municipal Fund | |
12/1/04 | Class A Shares | |
3/1/20 | Institutional Shares | |
6/1/06 | Federated Hermes Municipal High Yield Advantage Fund | |
6/1/06 | Class A Shares | |
6/1/06 | Class B Shares | |
6/1/06 | Class C Shares | |
6/1/06 | Class F Shares | |
6/1/13 | Institutional Shares | |
11/1/03 | Federated Hermes Ohio Municipal Income Fund | |
9/1/08 | Class A Shares | |
11/1/03 | Class F Shares | |
3/1/20 | Institutional Shares | |
11/1/03 | Federated Hermes Pennsylvania Municipal Income Fund | |
11/1/03 | Class A Shares | |
3/1/20 | Institutional Shares | |
11/1/03 |
Federated Hermes Premier Municipal Income Fund (limited purpose of Administrative Services) |
|
11/1/03 |
Common Shares Auction Market Preferred Shares |
|
10/1/16 |
Federated Hermes Project and Trade Finance Tender Fund (limited purpose of Administrative Services) |
|
11/1/03 | Federated Hermes Short-Intermediate Duration Municipal Trust | |
Federated Hermes Short-Intermediate Municipal Fund | ||
7/1/06 | Class A Shares | |
9/1/21 | Class A2 Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Total Return Government Bond Fund | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
3/1/16 | R6 Shares | |
11/1/03 | Federated Hermes Total Return Series, Inc. | |
11/1/03 |
Federated Hermes Core Bond Fund
(formerly Federated Hermes Select Total Return Bond Fund) |
|
11/1/03 | Institutional Shares | |
11/1/03 | Class A Shares | |
6/1/21 | Class R6 Shares | |
11/1/03 | Federated Hermes Total Return Bond Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
11/1/03 | Class R Shares | |
4/17/15 | Class R6 Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Ultrashort Bond Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
3/1/19 | Class R6 Shares | |
11/1/03 | Federated Hermes Short-Term Government Fund | |
11/1/03 | Class Y Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Short-Intermediate Government Fund | |
11/1/03 | Class R Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes World Investment Series, Inc. | |
11/1/03 | Federated Hermes Emerging Market Debt Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class C Shares | |
3/1/12 | Institutional Shares | |
11/1/03 | Federated Hermes International Leaders Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class B Shares | |
11/1/03 | Class C Shares | |
6/1/13 | Class R Shares | |
6/1/13 | Class R6 Shares | |
6/15/10 | Institutional Shares | |
11/1/03 | Federated Hermes International Small-Mid Company Fund | |
11/1/03 | Class A Shares | |
11/1/03 | Class C Shares | |
3/1/08 | Institutional Shares | |
11/1/03 | Federated Hermes Intermediate Municipal Trust | |
11/1/03 | Federated Hermes Intermediate Municipal Fund | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Money Market Obligations Trust | |
11/1/03 | Federated Hermes California Municipal Cash Trust | |
12/1/04 | Capital Shares | |
11/1/03 | Cash II Shares | |
12/1/04 | Cash Series Shares | |
11/1/03 | Wealth Shares | |
11/1/03 | Service Shares | |
12/1/04 | Federated Hermes Capital Reserves Fund | |
11/1/03 | Federated Hermes Government Obligations Fund | |
9/1/17 | Administrative Shares | |
6/1/17 | Advisor Shares | |
12/1/04 | Capital Shares | |
6/1/15 | Cash II Shares | |
6/1/15 | Cash Series Shares | |
12/1/15 | Class R Shares | |
11/1/03 | Institutional Shares | |
12/1/14 | Premier Shares | |
11/1/03 | Service Shares | |
11/1/03 | Trust Shares | |
11/1/03 | Federated Hermes Government Obligations Tax Managed Fund | |
6/1/15 | Automated Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
12/1/04 | Federated Hermes Government Reserves Fund | |
6/1/15 | Class A Shares | |
6/1/15 | Class B Shares | |
6/1/15 | Class C Shares | |
6/1/15 | Class F Shares | |
6/1/15 | Class P Shares | |
11/1/03 | Federated Hermes Institutional Money Market Management | |
3/1/14 | Capital Shares | |
9/1/07 | Eagle Shares | |
9/1/07 | Institutional Shares | |
3/1/14 | Service Shares | |
11/1/03 | Federated Hermes Institutional Prime Obligations Fund | |
11/1/03 | Capital Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Institutional Prime Value Obligations Fund | |
11/1/03 | Capital Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Institutional Tax-Free Cash Trust | |
12/1/15 | Premier Shares | |
12/1/15 | Institutional Shares | |
11/1/03 | Federated Hermes Municipal Obligations Fund | |
10/27/17 | Automated Shares | |
11/1/03 | Capital Shares | |
6/1/15 | Cash II Shares | |
6/1/15 | Cash Series Shares | |
6/1/15 | Investment Shares | |
11/1/03 | Service Shares | |
11/1/03 | Wealth Shares | |
11/1/03 | Federated Hermes New York Municipal Cash Trust | |
11/1/03 | Cash II Shares | |
12/1/04 | Cash Series Shares | |
12/1/04 | Wealth Shares | |
11/1/03 | Service Shares | |
11/1/03 | Federated Hermes Prime Cash Obligations Fund | |
6/1/17 | Advisor Shares | |
6/1/15 | Automated Shares | |
11/1/03 | Capital Shares | |
6/1/15 | Cash II Shares | |
6/1/15 | Cash Series Shares | |
6/1/15 | Class R Shares | |
11/1/03 | Wealth Shares | |
11/1/03 | Service Shares | |
6/1/15 | Trust Shares | |
11/1/03 | Federated Hermes Tax-Free Obligations Fund | |
6/1/17 | Advisor Shares | |
11/1/03 | Service Shares | |
11/1/03 | Wealth Shares | |
11/1/03 | Federated Hermes Treasury Obligations Fund | |
6/13/14 | Automated Shares | |
11/1/03 | Capital Shares | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares | |
11/1/03 | Trust Shares | |
11/1/03 | Federated Hermes Trust for U.S. Treasury Obligations | |
6/1/15 | Cash II Shares | |
6/1/15 | Cash Series Shares | |
6/1/15 | Institutional Shares | |
11/1/03 | Federated Hermes U.S. Treasury Cash Reserves | |
11/1/03 | Institutional Shares | |
11/1/03 | Service Shares |
**** - Federated Hermes Floating Strategic Income Fund’s C Shares are being converted into the A Shares. Not effective yet.
**** Federated Hermes Short-Term Corporate ETF – Not effective yet
**** Federated Hermes Short-Term High
Yield ETF – Not effective yet
EXHIBIT B
FUNDS NOT CHARGED AN ADMINISTRATIVE SERVICES FEE
Emerging Markets Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Bank Loan Core Fund
Project and Trade Finance Core Fund
Exhibit 28 (h) (4) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT dated as of March 1, 2011 is made, severally and not jointly (except that the parties agree that the calculation required by Section XIII hereunder shall be joint and not several) by each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).
WHEREAS, each Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) with authorized and issued shares of capital stock or beneficial interest (the “Shares”);
WHEREAS, certain Trusts subject to this Agreement are “series companies” as defined in Rule 18f-2(a) under the 1940 Act and, as used in this Agreement, the term “Portfolio” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Portfolios” refers to all such portfolios and investment companies, collectively;
WHEREAS, Shares of each Portfolio may be subdivided into “classes” as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Trust desires to retain State Street as financial administrator (the “Financial Administrator”) to furnish certain financial administrative services on behalf of the Portfolios;
WHEREAS, the Trust desires to retain State Street as accounting agent (the “Accounting Agent”) to perform certain accounting and recordkeeping services on behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms provided herein.
NOW, THEREFORE, the parties agree as follows:
I. | APPOINTMENT |
A. Of State Street as the Financial Administrator
The Trust hereby appoints State Street to act as Financial Administrator with respect to the Trust for purposes of providing certain financial administrative services for the period and on the terms set forth in this Agreement. State Street accepts such appointment and agrees to render the financial administrative services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A hereto. In the event that the Trust establishes one or more additional Portfolios with respect to which it wishes to retain the Financial Administrator to act as financial administrator hereunder, the Trust shall notify the Financial Administrator in writing (including by facsimile or electronic mail communication). Upon such notification, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Trust and the Financial Administrator at the time of the addition of the Portfolio.
B. Of State Street as the Accounting Agent
The Trust hereby appoints State Street to act as Accounting Agent with respect to the Portfolios for purposes of providing certain accounting and recordkeeping services for the period and on the terms set forth in this Agreement. State Street accepts such appointment and agrees to render the accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A. In the event that the Trust establishes one or more additional Portfolios with respect to which it wishes to retain the Accounting Agent to act as accounting agent hereunder, the Trust shall notify the Accounting Agent in writing (including by facsimile or electronic mail communication). Upon such notification, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Trust and the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street. State Street represents and warrants that:
1. | It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; |
2. | It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts; |
3. | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; |
4. | No legal or administrative proceedings have been instituted or threatened which would impair State Street’s ability to perform its duties and obligations under this Agreement; |
5. | Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it; and |
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
B. By the Trust. The Trust represents and warrants that:
1. | It is duly organized, existing and in good standing under the laws of the jurisdiction in which it was formed; |
2. | It has the power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement; |
3. | All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; |
4. | With respect to each Portfolio, it is an investment company properly registered under the 1940 Act; |
5. | A registration statement under the 1940 Act (and if Shares of the Portfolio are offered publicly, under the Securities Act of 1933, as amended (the “1933 Act”)) has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its Shares have been made; |
6. | No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; |
7. | Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and |
8. | As of the close of business on the date of this Agreement, the Trust is authorized to issue its Shares. |
III. | DUTIES of STATE STREET |
A. As the Financial Administrator. The Financial Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board of Trustees/Directors (the “Board”) and in accordance with procedures which may be established from time to time between the Trust and the Financial Administrator (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement):
1. | Compile, review and deliver to the Trust, fund performance statistics including Securities and Exchange Commission (the “SEC”) yields, distribution yields and total returns; |
2. | Prepare and submit for approval by officers of the Trust a fund expense budget, review expense calculations and arrange for payment of the Trust’s expenses; |
3. | Prepare for review and approval by officers of the Trust financial information required for the Trust’s annual and semi-annual reports, proxy statements and other communications required or otherwise to be sent to shareholders; review text of “President’s Letter to Shareholders” and “Management’s Discussion of Financial Performance” as included in shareholder reports (which shall also be subject to review by the Trust’s legal counsel); |
4. | Prepare for review by an officer of and legal counsel for the Trust the Trust’s periodic financial reports required to be filed with the SEC on Form N-SAR and financial information required by Form N-1A, Form N-2, Form N-14, Form N-Q and Form 24F-2 and such other reports, forms or filings as may be mutually agreed upon; |
5. | Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust’s investment adviser, custodian, legal counsel or independent accountants; |
6. | Oversee and review calculations of fees paid to State Street and to the Trust’s investment adviser, shareholder servicing agent, distributor, custodian, fund administrator, fund accountant and transfer and dividend disbursing agent (“Transfer Agent”), in addition to the oversight and review of all asset based fee calculations; |
7. | Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions; |
8. | Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate; |
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The Financial Administrator shall provide the office facilities and the personnel required by it to perform the services contemplated herein.
B. | As the Accounting Agent. The Accounting Agent shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board and in accordance with procedures which may be established from time to time between the Trust and the Accounting Agent (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement): |
1. | Books of Account. The Accounting Agent shall maintain the books of account of the Trust and shall perform the following duties in the manner prescribed by the respective Trust’s currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a “Governing Document”) (including the procedures established in the Service Level Agreement): |
a. Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust’s investment adviser (the “Adviser”) and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the “Committee”) will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trust for errors in valuing a Portfolio’s assets or calculating the net asset value (the “NAV”) per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents;
b. | Determine the NAV per share of each Portfolio and/or class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus of such Portfolio; |
c. | Prepare the weekly or bi-weekly mark-to-market reports and analysis in compliance with Rule 2a-7 for each of the money market portfolios. |
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e. | Calculate the net income of each of the Portfolios, if any; |
f. | Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any; |
g. | Calculate the expense accruals for each fund/class of shares; |
h. | Determine the dividend factor for all daily dividend funds; |
i. | Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street |
j. | At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and |
k. | Such other similar services as may be reasonably requested by the Trust. |
The Trust shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trust’s Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.
2. | Records. The Accounting Agent shall create and maintain all records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Trust under the 1940 Act, specifically Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Trust and shall at all times during the regular business hours of the Accounting Agent be open for inspection by duly authorized officers, employees or agents of the Trust and employees and agents of the SEC. Subject to Section XVII.B below, the Accounting Agent shall preserve for the period required by law the records required to be maintained thereunder. |
IV. DUTIES of the TRUST
A. Delivery of Documents. The Trust will promptly deliver, upon request, to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any:
1. | The Trust’s organizational documents; |
2. | The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; |
3. | Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; |
4. | The investment advisory agreements between the Trust and the Advisers; and |
5. | Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. |
The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure.
State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust.
State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.
B. Proper Instructions. The Trust and its third-party agents shall communicate to State Street by means of Proper Instructions. Proper Instructions shall mean (i) a writing signed or initialed by one or more persons as the Board shall have from time to time authorized or (ii) a communication effected directly between the Trust or its third-party agent and State Street by electro-mechanical or electronic devices, provided that the Trust and State Street have approved such procedures. State Street may rely upon any Proper Instruction believed by it to be genuine and to have been properly issued by or on behalf of the Trust. Oral instructions shall be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions. The Trust and its third-party agents shall cause all oral instructions to be confirmed in accordance with clauses (i) or (ii) above, as appropriate. The Trust and its third-party agents shall give timely Proper Instructions to State Street in regard to matters affecting accounting practices and State Street’s performance pursuant to this Agreement.
V. PERFORMANCE GOALS:
A. The Trust and State Street have developed mutually acceptable performance goals dated March 1, 2011 , and as may be amended from time to time, regarding the manner in which they expect to deliver and receive the services under this Agreement (hereinafter referred to as “Service Level Agreement”). The parties agree that such Service Level Agreement reflects performance goals and any failure to perform in accordance with the provisions thereof shall not be considered a breach of contract that gives rise to contractual or other remedies. It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of the Service Level Agreement, or any dispute relating to performance goals set forth in the Service Level Agreement, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described in Sections V. B. and V.C. below. Notwithstanding the foregoing, the parties hereby acknowledge that any party’s failure (or lack thereof) to meet the provisions of the Service Level Agreement, while not in and of itself a breach of contract giving rise to contractual or other remedies, may factor into the Trust’s reasonably determined belief regarding the standard of care exercised by State Street hereunder.
B. Consultation Procedure. If a party hereto is unable to meet the provisions of the Service Level Agreement, or in the event that a dispute arises relating to performance goals set forth in the Service Level Agreement, either party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.
C. Purpose of Consultation Procedure. The purpose of the consultation procedure is to endeavor to resolve any failure to meet the provisions of the Service Level Agreement. If a consultation occurs under this Section V, all parties must negotiate in good faith to endeavor to:
1. | implement changes which will enable the Service Level Agreement provisions to be met – such changes may include, but are not limited to, modification of either or both parties’ respective operational resources; |
2. | agree to alternative Service Level Agreement provisions which meet the parties’ respective business requirements; or |
3. | otherwise find a solution such that within a reasonable time after the consultation, the inability to meet the Service Level Agreement provision(s) is reasonably expected to be less likely to occur in the future. |
VI. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.
VII. WARRANTIES
If, prior to the Accounting Agent’s calculation of the current NAV, the Trust or its third-party agent notifies the Accounting Agent that any of its accounting services are erroneous in any material respect, the Accounting Agent shall endeavor in a timely manner to correct such failure. Third-parties that are selected by and approved by the Trust and from which the Accounting Agent may obtain certain data included in the accounting services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof.
VIII. FORCE MAJEURE
The parties will maintain throughout the term of this Agreement, such contingency plans as are reasonably believed to be necessary and appropriate to recover the parties’ operations from the occurrence of a disaster and which are consistent with any statute or regulation to which the parties are subject that imposes business resumption and contingency planning standards. The parties agree to provide to one another a summary of their respective contingency plans as they relate to the systems used to provide the services hereunder and to provide periodic updates of such summary upon a party’s reasonable request. If any 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, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
(1) | where reasonably practicable, the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure; |
(2) | the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure; |
(3) | no obligations of any party that accrued before the Force Majeure are excused as a result of the Force Majeure; and |
(4) | the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible. |
IX. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for instructions and may consult with its own legal counsel with respect to any matter arising in connection with the services to be performed by State Street under the terms of this Agreement. At any time, State Street may consult with outside counsel for the Trust or the independent accountants for the Trust (“Trust Advisers”) at the expense of the Trust, provided that State Street first obtains consent of the Trust which shall not be unreasonably withheld, with respect to any matter arising in connection with the services to be performed by State Street under the terms of this Agreement. In its capacity as the Financial Administrator or as the Accounting Agent under the terms of this Agreement, State Street shall not be liable, and shall be indemnified by the Trust or appropriate Portfolio for any action taken or omitted by it in good faith reliance upon any instructions or advice provided to State Street by a Trust Adviser or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. State Street shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. Nothing in this paragraph shall be construed as imposing upon State Street any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
X. NOTICES
All notices shall be in writing and deemed given when delivered in person, by facsimile, by overnight delivery through a commercial courier service, or by registered or certified mail, return receipt requested. Notices shall be addressed to each party at its address set forth below, or such other address as the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
2 Avenue de LaFayette, 4 South
Boston, MA 02111
ATTN: Michael E. Hagerty
Telephone: (617) 662-3630
Facsimile: (617) 662-3690
With a copy to: State Street Bank and Trust Company
2 Avenue de LaFayette, 2nd Floor
P.O. Box 5049
Boston, MA 02206-5049
ATTN: Mary Moran Zeven, Esq.
Telephone: (617) 662-1783
Facsimile: (617) 662-3805
If to the Trust: 4000 Ericsson Drive
Warrendale, PA 15086-7561
ATTN: Richard A. Novak, Treasurer
Telephone: (412) 288-7045
Facsimile: (412) 288-6788
XI. CONFIDENTIALITY
The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations (“Confidential Information”). All Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of Confidential Information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions.
The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication.
If either party is required to disclose Confidential Information as a result of a court order, subpoena or similar legal duress, then that party may disclose such Confidential Information, provided that the disclosing party, if not prohibited from doing so, shall undertake reasonable efforts to give the other party prompt prior written notice upon its receipt of any such order or subpoena and provided further that failure to provide such notice shall not give rise to any liability.
The undertakings and obligations contained in this Section XI shall survive the termination or expiration of this Agreement for a period of three (3) years.
XII. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. State Street shall not be liable for any special, INdirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to the Trust’s use of the services described herein or the performance of or failure to perform State Street’s obligations under this Agreement. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable.
The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person.
State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person.
The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.
XIII. EXCLUSIVE REMEDY
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XIV. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive and State Street shall be free to render similar services to others. State Street shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.
XV. TERM; TERMINATION; AMENDMENT
A. Term.
This Agreement shall become effective on the date first written above and shall remain in full force and effect for a period of four (4)
years from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after such Initial
Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration
of the Initial Term. Additionally, if State Street (or any of its affiliates) engages in (i) any act or omission which constitutes a breach
of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission which constitutes negligence,
reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Trust
or series thereof, shall have the right to immediately terminate this Agreement. See Amendment dated
3/1/15
B. Termination. Either party may terminate this Agreement at any time after the Initial Term upon at least six (6) months’ prior written notice to the other party. Termination of this Agreement with respect to any given Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Portfolio. Upon termination of this Agreement, the Trust shall pay to State Street such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time to time by the mutual agreement of the parties hereto. No amendment to this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of each party. The term “Agreement”, as used herein, includes all schedules and attachments hereto and any future written amendments, modifications, or supplements made in accordance herewith.
XVI. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive
from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time as set forth
in the fee schedule between, and agreed upon by, the parties (the “Fee Schedule”). The parties shall review the existing Fee
Schedule and an appropriate adjustment to the fee, if any, shall be negotiated by the parties within ninety (90) days in the event that
(i) there is a substantial change in the number or mix of types of funds; (ii) new types of funds are offered; or (iii) there are material
modifications or changes to the service delivery requirements. See Amendment dated 3/1/15
The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust shall reimburse State Street for its out-of-pocket costs and expenses incurred in connection with this Agreement with respect to reasonable attorney’s fees incurred by State Street to collect any charges due under this Agreement.
The Trust agrees to promptly reimburse State Street for any equipment and supplies specially ordered by or for the Trust (with the Trust’s consent) through State Street and for any other expenses not contemplated by this Agreement that State Street may incur on the Trust’s behalf at the Trust’s request and with the Trust’s consent.
Each party will bear all expenses that are incurred in its operation and not specifically assumed by the other party. Expenses to be borne by the Trust include, but are not limited to: Organization expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Trust’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by State Street under this Agreement); cost of any services contracted for by the Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director/trustee or employee of the Trust; costs incidental to the preparation, printing and distribution of the Trust’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Trust’s tax returns, Form N-1A or N-2, Form N-14, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing the Trust’s NAV.
State Street is authorized to and may employ or associate with such person or persons as it may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by State Street and State Street shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.
XVII. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, except that either party may assign to a successor all of or a substantial portion of its business, or to a party controlling, controlled by, or under common control with such party.
B. Successor Agent. This Agreement shall be binding on and shall inure to the benefit of each party and to their successors and permitted assigns. If a successor agent for the Trust shall be appointed by the Trust, State Street shall upon termination deliver to such successor agent all properties of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper Instructions shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all properties held by State Street under this Agreement. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement.
XVIII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof and terminates and supersedes all prior agreements, representations, warranties, commitments, statements, negotiations and undertakings with respect to such services to be performed hereunder whether oral or in writing.
XIX. WAIVER
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.
XX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
XXI. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to payment (Section XVI and the Fee Schedule) shall survive until completion of required payments. In addition, all provisions regarding termination (Section XV), indemnification, warranty, liability and limits thereon (Section XII and Section XIII) shall survive, unless and until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question.
XXII. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void or unenforceable, the balance shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.
XXIII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of The Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules. The parties agree that any dispute arising herefrom shall be subject to the exclusive jurisdiction of courts sitting in The Commonwealth of Massachusetts.
XXIV. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
XXV. Regulation GG
The Trust hereby represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) (“Regulation GG”). The Trust hereby covenants and agrees that it shall not engage in an Internet gambling business. In accordance with Regulation GG, the Trust is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with State Street pursuant to this Agreement or otherwise between or among any party hereto.
xxvi. Data Privacy
State Street will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Portfolios’ shareholders, employees, directors and/or officers that State Street receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
XXVII. REMOTE ACCESS SERVICES ADDENDUM
State Street and the Trust agree to be bound by the terms of the Remote Access Services Addendum attached hereto as Exhibit E.
XXVIII. MISCELLANEOUS
The execution and delivery of this Agreement have been authorized by the Board of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or shareholders of the Trust, but bind only the property of the Trust, or Portfolio, as provided in the organizational documents.
Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
[Remainder of Page Intentionally Blank]
Signature Page
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Name: Michael F. Rogers
Title: Executive Vice President
INVESTMENT COMPANIES
(Listed on Exhibit A hereto)
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
3/1/15 – See Amendment for new Exhibit A
EXHIBIT A
TO THE FINANCIAL ADMINISTRATION ACCOUNTING AND
SERVICES AGREEMENT (UPDATED AS OF 1/26/15)
Edward Jones Money Market Fund
Federated Adjustable Rate Securities Fund
Federated Equity Income Fund, Inc.
Federated Global Allocation Fund
Federated Government Income Securities, Inc.
Federated High Income Bond Fund, Inc.
Federated High Yield Trust
Federated Government Income Trust
Federated Total Return Government Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Federated U.S. Government Securities Fund: 2-5 Years
Cash Trust Series, Inc.:
Federated Government Cash Series
Federated Municipal Cash Series
Federated Prime Cash Series
Federated Treasury Cash Series
Federated Core Trust:
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust II, L.P.
Emerging Markets Fixed Income Core Fund
Federated Core Trust III:
Federated Project and Trade Finance Core Fund
Federated Equity Funds:
Federated Clover Small Value Fund
Federated Clover Value Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid Cap Growth Strategies Fund
Federated Managed Risk Fund
Federated Managed Volatility Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Fixed Income Securities, Inc.:
Federated Strategic Income Fund
Federated Income Securities Trust:
Federated Capital Income Fund
Federated Floating Rate Strategic Income Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust:
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust:
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Short-Intermediate Total Return Bond Fund
Federated Insurance Series:
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Tail Risk Fund II
Federated Managed Volatility Fund II
Federated Prime Money Fund II
Federated Quality Bond Fund II
Federated Investment Series Funds, Inc.:
Federated Bond Fund
Federated Managed Pool Series:
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated Managed Volatility Strategy Portfolio
Federated Mortgage Strategy Portfolio
Federated MDT Series:
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large Cap Growth Fund
Federated MDT Small Cap Growth Fund
Federated MDT Small Cap Core Fund
Federated Total Return Series, Inc.:
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Money Market Obligations Trust:
Federated Automated Cash Management Trust
Federated California Municipal Cash Trust
Federated Connecticut Municipal Cash Trust
Federated Florida Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Liberty U.S. Government Money Market Trust
Federated Massachusetts Municipal Cash Trust
Federated Master Trust
Federated Michigan Municipal Cash Trust
Federated Minnesota Municipal Cash Trust
Federated Money Market Management
Federated Municipal Obligations Fund
Federated New Jersey Municipal Cash Trust
Federated New York Municipal Cash Trust
Federated North Carolina Municipal Cash Trust
Federated Ohio Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Prime Obligations Fund
Federated Prime Value Obligations Fund
Federated Tax-Free Obligations Fund
Federated Tax-Free Trust
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
Tax-Free Money Market Fund
EXHIBIT B
PRICE SOURCE AUTHORIZATION
[ ]
Exhibit C deleted – See First Amendment, dated 3/1/11, effective 3/25/11
EXHIBIT C
FAIR VALUE PRICING AUTHORIZATION
[ ]
Exhibit D deleted – See First Amendment, dated 3/1/11, effective 3/25/11
EXHIBIT D
COMPLIANCE PROCEDURES EXHIBIT
[ ]
EXHIBIT E
REMOTE ACCESS SERVICES ADDENDUM
REMOTE ACCESS SERVICES ADDENDUM
TO
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM to that certain Financial Administration and Accounting Services Agreement dated as of March 1, 2011 (the “Services Agreement”) between each of the investment companies listed on Exhibit A to the Services Agreement (the “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”). This Addendum is several and not joint by Customer.
State Street has developed and utilizes proprietary accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership that it makes available to its customers (the “Remote Access Services”).
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”) with access to State Street proprietary systems as may be offered from time to time (the “System”) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy, or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of the State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary systems or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary systems, (ii) replace or modify the State Street proprietary systems so that the State Street proprietary systems becomes noninfringing with no material loss of functionality or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.
Termination
Either party to the Services Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Services Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Services Agreement, the Customer accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum. The Customer indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
FIRST AMENDMENT TO
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS FIRST AMENDMENT TO FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Exhibit A to the Agreement, as defined below (each, a “Trust”), and State Street Bank and Trust Company (“State Street”).
W I T N E S S E T H:
WHEREAS, the Trusts and State Street are parties to that certain Financial Administration and Accounting Services Agreement (the “Agreement”) dated March 1, 2011;
WHEREAS, each Trust is registered as a management investment company under the Investment Company Act of 1940, as amended; and
WHEREAS, the Trusts and State Street desire to amend the Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. | Exhibit A to the Agreement is hereby amended and updated to delete the following Funds, effective March 25, 2011: |
· | Federated Municipal Ultrashort Fund, a portfolio of Federated Fixed Income Securities, Inc. |
· | Federated Premier Municipal Income Fund |
· | Federated Premier Intermediate Municipal Income Fund |
· | Federated Short-Intermediate Duration Municipal Trust, |
· | Federated Muni and Stock Advantage Fund, a portfolio of Federated Income Securities Trust |
· | Federated International Bond Fund, a portfolio of Federated International Series, Inc. |
· | Federated International Bond Strategy Portfolio, a portfolio of Federated Managed Pool Series |
· | Federated Emerging Market Debt Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated Prudent DollarBear Fund, a portfolio of Federated Income Securities Trust |
· | Federated InterContinental Fund, a portfolio of Federated Equity Funds |
· | Federated International Leaders Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Small-Mid Company Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Strategic Value Dividend Fund, a portfolio of Federated Equity Funds |
2. | The Agreement is hereby further amended and updated to delete Sections III. A. 9, 10 and 11 and Section III. B. 1. d., effective March 25, 2011. |
3. | The Agreement shall remain in full force and effect as amended by this Amendment. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
On behalf of each of the Funds indicated on Exhibit A of the Financial Administration and Accounting Services Agreement, as amended from time to time
By: /s/ Richard A. Novak
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Title: Executive Vice President
Amendment to Financial Administration
and Accounting Services Agreement
This Amendment to Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of March 1, 2015, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).
RECITALS
WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011 (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. | Amendments. The Agreement is hereby amended as follows: |
(a) The first sentence of Section XV.A of the Agreement is deleted in its entirety and replaced as follows:
“A. Term. This Agreement shall become effective as of March 1, 2015 and shall remain in full force and effect for a period of four (4) years from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term.”
(b) The first paragraph of Section XVI. of the Agreement is deleted in its entirely and replaced as follows:
“State Street shall receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time as set forth in the fee schedule between, and agreed upon by, the parties (the “Fee Schedule”). The parties shall review the existing Fee Schedule and an appropriate adjustment to the fee, if any, shall be negotiated by the parties within ninety (90) days in the event that (i) there is a substantial change in the number or mix of types of funds, other than a change resulting from the merging or closing of funds in the normal course of business; (ii) new types of funds are offered; or (iii) there are material modifications or changes to the service delivery requirements.”
(c) Section X of the Agreement is hereby amended to amend the notice address to State Street, as follows:
“STATE STREET BANK AND TRUST COMPANY
1 Iron Street
Boston, MA 02210
Attention: Michael E. Hagerty, Senior Vice President, Mailstop CCB0700
Telephone: 617-662-3630
Facsimile: 617-662-3690
with a copy to:
STATE STREET BANK AND TRUST COMPANY
Legal Division – Global Services Americas
P.O. Box 5049
Boston, MA 02206-5039
Attention: Senior Vice President and Senior Managing Counsel
(d) Exhibit A to the Agreement is deleted in its entirety and replaced with the attached Exhibit A.
2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.
4. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Name: Michael F. Rogers
Title: Executive Vice President
EACH OF THE INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED HERETO
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
See new 3/1/17 Amendment for Exhibit A
EXHIBIT A
TO THE FINANCIAL ADMINISTRATION ACCOUNTING AND
SERVICES AGREEMENT
(Updated as of March 1, 2017)
Federated Adjustable Rate Securities Fund
Federated Equity Income Fund, Inc.
Federated Global Allocation Fund
Federated Government Income Securities, Inc.
Federated Government Income Trust
Federated High Income Bond Fund, Inc.
Federated Total Return Government Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Federated U.S. Government Securities Fund: 2-5 Years
Federated Core Trust:
Emerging Markets Core Fund
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust III:
Federated Project and Trade Finance Core Fund
Federated Equity Funds:
Federated Clover Small Value Fund
Federated Clover Value Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid-Cap Growth Fund
Federated Managed Volatility Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Fixed Income Securities, Inc.:
Federated Strategic Income Fund
Federated High Yield Trust:
Federated Equity Advantage Fund
Federated High Yield Trust
Federated Income Securities Trust:
Federated Capital Income Fund
Federated Floating Rate Strategic Income Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust:
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust:
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Short-Intermediate Total Return Bond Fund
Federated Insurance Series:
Federated Managed Tail Risk Fund II
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Volatility Fund II
Federated Government Money Fund II
Federated Quality Bond Fund II
Federated Investment Series Funds, Inc.:
Federated Bond Fund
Federated Managed Pool Series:
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated Managed Volatility Strategy Portfolio
Federated Mortgage Strategy Portfolio
Federated MDT Series:
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large Cap Growth Fund
Federated MDT Small Cap Growth Fund
Federated MDT Small Cap Core Fund
Federated Total Return Series, Inc.:
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Money Market Obligations Trust:
Federated California Municipal Cash Trust
Federated Connecticut Municipal Cash Trust
Federated Florida Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Institutional Money Market Management
Federated Institutional Prime 60-Day Max Money Market Fund
Federated Institutional Prime Obligations Fund
Federated Institutional Prime Value Obligations Fund
Federated Institutional Tax-Free Cash Trust
Federated Massachusetts Municipal Cash Trust
Federated Institutional Prime 60 Day Fund
Federated Michigan Municipal Cash Trust
Federated Minnesota Municipal Cash Trust
Federated Municipal Obligations Fund
Federated New Jersey Municipal Cash Trust
Federated New York Municipal Cash Trust
Federated North Carolina Municipal Cash Trust
Federated Ohio Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Tax-Free Obligations Fund
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
Amendment to Financial Administration
and Accounting Services Agreement
This Amendment to Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of October 14, 2015, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street” or “Administrator”).
RECITALS
WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011 (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the (“Agreement”); and
WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) Section III.A of the Agreement is hereby amended by adding the following at the end of paragraph 11:
“12. Schedules A and A(i) attached hereto as Exhibit 1 are added to the Agreement as Schedules A and A(i).
(b) Exhibit A to Schedules A and A(i) is added to the Agreement.
2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.
4. | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.
State Street Bank and Trust Company
By: _// Gunjan Kedia //_________________________________
Name: Gunjan Kedia
Title: Executive Vice President
Each of the Investment Companies
Listed on Exhibit A attached hereto
By: __//Lori Hensler//________________________________
Name: Lori Hensler
Title: Fund Treasurer
EXHIBIT A
TO SCHEDULES A AND A(I) OF THE FINANCIAL ADMINISTRATION ACCOUNTING AND
SERVICES AGREEMENT
(Updated as of March 1, 2017)
Federated Insurance Series:
Federated Government Money Fund II
Money Market Obligations Trust:
Federated California Municipal Cash Trust
Federated Connecticut Municipal Cash Trust
Federated Florida Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Massachusetts Municipal Cash Trust
Federated Institutional Prime 60 Day Fund
Federated Michigan Municipal Cash Trust
Federated Minnesota Municipal Cash Trust
Federated Institutional Money Market Management
Federated Municipal Obligations Fund
Federated New Jersey Municipal Cash Trust
Federated New York Municipal Cash Trust
Federated North Carolina Municipal Cash Trust
Federated Ohio Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Institutional Prime Obligations Fund
Federated Institutional Prime Value Obligations Fund
Federated Tax-Free Obligations Fund
Federated Institutional Tax-Free Cash Trust
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
Exhibit 1
Schedule A
Fund Administration Money Market Fund Services
Subject to the authorization and direction of the Trust, the Administrator will provide the money market fund services set forth on Schedule A(i) (the “Money Market Services”) to the Trusts listed on Exhibit A hereto assist the Trusts in complying with certain of the compliance testing and reporting requirements applicable to the Trusts that are “money market funds” within the meaning of Rule 2a-7 under the 1940 Act.
1. | Evidence of Authority. |
The Administrator is authorized and instructed to rely upon the information it receives from the Trust or any third party authorized by the Trust. The Administrator shall have no responsibility for the actions or omissions of the Trust or any third party authorized by the Trust to act on its behalf, or the completeness or accuracy of any information provided by the Trust or a third party authorized by the Trust to act on its behalf. In performing the Money Market Services, the Administrator shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the Trust. Instructions may be in writing signed by the authorized person or persons or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Administrator and the person(s) or entity giving such instruction. The Administrator may act on oral instructions if the Administrator reasonably believes them to have been given by a person authorized to provide such instructions with respect to the action involved; the Trust shall cause all oral instructions to be confirmed in writing or by such other procedure approved by the Administrator and the Trust.
2. | Responsibilities of the Parties; Indemnification; Warranties and Disclaimers. |
a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator.
b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party.
c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby.
d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing.
e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website.
f. The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services.
g. The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.
SCHEDULE A(i)
Money Market Fund Compliance Testing and Reporting Services
Subject to the authorization and direction of the Trust and, in each case where appropriate, the review and comment by the Trust’s independent accountants and legal counsel, and in accordance with procedures that may be established from time to time between the Trust and the Administrator, the Administrator will:
a. | Prepare for posting on the Trust’s website daily each money market fund’s market-based NAVs; and |
b. | Prepare for posting on the Trust’s website daily each money market fund’s inflows/outflows. |
Amendment to Financial Administration
and Accounting Services Agreement
This Amendment to the Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of March 1, 2017, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).
RECITALS
WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011, as amended (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the (“Agreement”); and
WHEREAS, the parties desire to amend the Agreement to extend the term of the Agreement by two (2) years on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) The first sentence of Section XV.A of the Agreement is deleted in its entirety and replaced as follows:
“A. Term. This Agreement shall remain in full force and effect for an initial term ending February 28, 2021(the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term.”
(b) Exhibit A to the Agreement is deleted in its entirety and replaced with the attached Exhibit A.
2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.
4. | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.
State Street Bank and Trust Company
By: /s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
Each of the Investment Companies
Listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Fund Treasurer
AMENDMENT TO THE
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
BETWEEN
THE INVESTMENT COMPANIES LISTED ON EXHIBIT A
AND
STATE STREET BANK AND TRUST COMPANY
AMENDMENT to the Financial Administration and Accounting Services Agreement (the “Agreement”) made as of March 1, 2011, by and among State Street Bank and Trust Company (“State Street”) and each of the investment companies identified on Exhibit A (each a “Trust”).
WHEREAS, State Street and each Trust wish to amend the Agreement to restate Exhibit A to reflect the rebranding of each Trust;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. | Effective close of business June 26, 2020, to restate Exhibit A as attached hereto. |
2. | All other provisions, terms and conditions contained in the Agreement, as amended, shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 6th day of July, 2020.
EACH OF THE INVESTMENT COMPANIES LISTED ON EXHIBIT A ATTACHED HERETO | STATE STREET BANK AND TRUST COMPANY |
By: Lori A. Hensler | By: /s/ Andrew Erickson |
Name: Lori A. Hensler | Name: Andrew Erickson |
Title: Treasurer | Title: Executive Vice President |
EXHIBIT A
to
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT Dated March 1, 2011
(Updated as of February 1, 2021)
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Adjustable Rate Fund
Federated Hermes Adviser Series
Federated Hermes Conservative Microshort Fund
Federated Hermes Conservative Municipal Microshort Fund
*Federated Hermes MDT Market Neutral Fund
Federated Hermes Government Income Trust:
Federated Hermes Government Income Fund
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust:
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Trust:
Federated Hermes Short-Intermediate Government Fund
Federated Hermes Core Trust:
Bank Loan Core Fund
** Mortgage Core Portfolio
**High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultra Short Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
Federated Hermes Money Market Obligations Trust:
Federated Hermes California Municipal Cash Trust
***Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Obligations Fund
***Federated Hermes Massachusetts Municipal Cash Trust
Federated Hermes Institutional Money Market Management
Federated Hermes Municipal Obligations Fund
Federated Hermes New York Municipal Cash Trust
***Federated Hermes Pennsylvania Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
***Federated Hermes Virginia Municipal Cash Trust
*Federated Hermes MDT Market Neutral Fund will become effective in March 2021.
**Mortgage Core Portfolio – name changes on 2/28/21
**High Yield Bond Core Fund – name changes on 2/28/21
***Federated Hermes Georgia Municipal Cash Trust-Liquidates on or about 2/19/21
***Federated Hermes Massachusetts Municipal Cash Trust- Liquidates on or about 2/19/21
***Federated Hermes Pennsylvania Municipal Cash Trust- Liquidates on or about 2/19/21
***Federated Hermes Virginia Municipal Cash Trust- Liquidates on or about 2/19/21
AMENDMENT TO FINANCIAL ADMINISTRATION
AND ACCOUNTING SERVICES AGREEMENT
This Amendment to the Financial Administration and Accounting Services Agreement is made this 5th day of March, 2018 (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street”) and by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and shall be effective as of March 1, 2018 and as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
WHEREAS, State Street and the Trusts entered into the Financial Administration and Accounting Services Agreement dated as of March 1, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. The Agreement is hereby amended as follows:
A. Article III of the Agreement is hereby amended and restated in its entirety as follows:
“State Street shall provide the services as listed on Schedule B, subject to the authorization and direction of the Trusts and, in each case where appropriate, the review and comment by the Trusts’ independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Trusts and State Street.
State Street shall perform such other services for the Trusts that are mutually agreed to by the parties from time to time, for which the Trusts will pay such fees as may be mutually agreed upon, including State Street’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.
State Street shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.”
B. A new paragraph is hereby added to Section VI of the Agreement immediately following the first sentence as follows:
“In compliance with the requirements of Rule 31a-3 under the 1940 Act, State Street agrees that all records which it maintains for the Trusts shall at all times remain the property of the Trusts, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section XV and subject to Section XVII.B. State Street further agrees that all records that it maintains for the Trusts pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of State Street. In the event that State Street is requested or authorized by the Trusts, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of a Trust by state or federal regulatory agencies, to produce the records of such Trust or State Street’s personnel as witnesses or deponents, each relevant Trust agrees to pay State Street for State Street’s time and expenses, as well as the fees and expenses of State Street’s counsel incurred in such production.”
C. A new paragraph is hereby added to Section IX of the Agreement immediately following the first paragraph as follows:
“Pursuant to other agreements now or any time in effect between any of the Trusts (or any of their investment managers or investment advisors, on its behalf) and State Street Bank and Trust Company or its affiliates (the “Other State Street Agreements”) in any capacity other than as State Street hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to the Trusts and/or the Portfolios that is necessary to provide the Services, including Form N-PORT and Form N-CEN Support Services. Each of the Trusts hereby acknowledges and agrees that (i) this Section IX of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of each Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as my.statestreet.com) to State Street, Trust information such as net asset values and information relating to the net assets of the Trusts, holdings and liquidity reports, registration titles, market value and other information and data related to the Trusts.
D. Paragraph 2 of Section XI is amended and restated as follows:
“The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by the party receiving the information (“Receiving Party”) without the use of any information provided by the party providing information under this agreement, or any affiliate (the “Disclosing Party”), (iii) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (iv) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct State Street or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (v) where the party seeking to disclose is expressly permitted under applicable law or regulation to disclose for a legitimate business purpose subject to confidentiality obligation, or has received the prior written consent of the Disclosing Party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent ("Aggregated Data") and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication.
A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as the Receiving Party protects its own Confidential Information. All Confidential Information, provided by a Disclosing Party shall remain the property of such Disclosing Party. All Confidential Information, together with any copies thereof, in whatever form, shall, upon the Disclosing Party’s written request, be returned to the Disclosing Party or destroyed, at the Receiving Party’s election; provided, that the Receiving Party shall be permitted to retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices for backup and storage.
E. The fourth paragraph of Section XI is hereby amended and restated as follows:
“To the extent the Receiving Party continues to possess confidential information or records of the Disclosing party after the termination of this Agreement, the obligations contained in this Section XI of this Agreement shall continue until the five (5) year anniversary of the termination date of this Agreement.”
F. The fourth paragraph of Section XVI is hereby amended and restated as follows:
“Each Trust will bear all expenses that are incurred in its operation and not specifically assumed by State Street. For the avoidance of doubt, Trust expenses not assumed by State Street include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by State Street under this Agreement); cost of any services contracted for by each Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for each Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of each Trust; costs of Preparation, printing, distribution and mailing, as applicable, of each Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of each Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Trusts’ or any Fund’s net asset value.”
G. Section XXVI of the Agreement is hereby deemed amended and restated as follows:
“XXVI. DATA PRIVACY.
(a) State Street will implement and maintain a written information security program that contains appropriate security measures generally consistent with industry standard practices aligned with a security framework appropriate for a large financial services company to safeguard the personal information of the Trusts’ shareholders, employees, directors and officers that State Street receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, ''personal information", as used in this Section, means (a) an individual's name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security or other tax identification number, (ii) driver's license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person's account, (b) any combination of any of the foregoing that would allow a person to log onto or access an individual's account, or (c) any other non-public personal information within the meaning of applicable law or regulation. "Personal Information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public (except to the extent applicable law in a particular jurisdiction does not exclude such publicly available information from protection as personal information).”
H. A new Section XXIX of the Agreement is hereby added as follows:
“SECTION XXIX. USE OF DATA.
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street (which term for purposes of this Section XXIX includes each of its parent company, branches and affiliates (''Affiliates")) may collect and store information regarding a Trust and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Trusts and State Street or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(c) Except as expressly contemplated by this Agreement, nothing in this Section XXIX shall limit the confidentiality and data-protection obligations of State Street and its Affiliates under this Agreement and applicable law. State Street shall cause any Affiliate, agent or service provider to which it has disclosed data and information in the performance of its services under this Agreement pursuant to this Section XXIX to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”
I. A new Section XXX is hereby added to the Agreement as follows:
“XXX. BUSINESS CONTINUITY/DISASTER RECOVERY.
In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”
J. New Schedules B and B2 are hereby added to the Agreement as set forth in Exhibit 1.
K. A new Schedule B1 is hereby added to the Agreement as set forth in Exhibit 1.
L. A new Schedule B6 (including Annex I thereto) is hereby added to the Agreement as set forth in Exhibit 1.
2. | The provisions of this Amendment (and the terms of the Agreement as modified hereby) shall be or become effective as follows: |
A. Sections 1.A., 1.B., 1.C., 1.D., 1.E., 1.F., 1.G., 1.H., 1.I., 1.J. and 1.K. of this Amendment and the preparation and onboarding activities related to the Services (as defined in the Agreement), including those set forth in Section II of Schedule B6, shall be effective as of the date of this Amendment as set forth above.
B. Section 1.L. of this Amendment and the data aggregation, preparation of data sets and recordkeeping activities of the Services (as defined in Schedule B6) shall become effective as of the first day of the first month in which any Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to aggregate data and maintain records consistent with Form N-PORT (currently anticipated to be June 2018).
C. The filing obligations of the Services shall become effective as of the first day of the first month in which any Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to file Form N-PORT (currently anticipated to be April 2019).
3. | Notwithstanding the first sentence of Section XV.A of the Agreement, each Trust agrees to be bound to receive from State Street the Form N-PORT and Form N-CEN Support Services and the other services as described in Schedule B6 attached hereto for at least eighteen (18) months following the date of this Amendment. The parties further agree that the foregoing commitment will be deemed the “term” for the Form N-PORT and Form N-CEN Support Services and that following the expiration of such term, the any renewal or termination provisions of Section XV will apply to the Form N-PORT and Form N-CEN Support Services in the same way as such provisions apply to all other services under the Agreement. |
4. | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. This Amendment, including Exhibit 1, is incorporated in its entirety into the Agreement, and this Amendment and said Agreement shall be read and interpreted together as the Agreement. |
5. | This Amendment shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. |
6. | This Amendment may be executed in separate counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
Each of the Investment Companies
Listed On Exhibit A TO THE AGREEMENT
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
Schedule A
List of TRusts AND FUNDS
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Equity Income Fund, 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 Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust
Federated Hermes Short-Intermediate Government Trust
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Federated Hermes Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Equity Advantage Fund
Federated Hermes High Yield Trust
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultrashort Duration Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Managed Tail Risk Fund II
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
Money Market Obligations Trust:
Federated Hermes California Municipal Cash Trust
Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Obligations Fund
Federated Hermes Massachusetts Municipal Cash Trust
Federated Hermes Institutional Money Market Management
Federated Hermes Municipal Obligations Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Pennsylvania Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Virginia Municipal Cash Trust
EXHIBIT 1
FINANCIAL ADMINISTRATION
AND ACCOUNTING SERVICES AGREEMENT
Schedule B
LIST OF SERVICES
I. Fund Administration Treasury Services as described in Schedule B1 attached hereto;
II. Fund Administration Accounting Services as described in Schedule B2 attached hereto;
III. [Reserved];
IV. [Reserved];
V. [Reserved]; and
VI. Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto.
Schedule B1
Fund Administration Treasury Services
a. Prepare for the review by designated officer(s) of the Trusts’ financial information that will be included in the Trusts’ semi-annual and annual shareholder reports (which shall also be subject to review by the Trusts’ legal counsel), and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;
b. Coordinate the audit of the Trusts’ financial statements by the Trusts’ independent accountants, including the preparation of supporting audit workpapers and other schedules;
c. Prepare for the review by designated officer(s) of the Trusts financial information required by Form N-1A, Form N-SAR, Form N-Q, Form N-CSR, Form N-PORT, and Form N-CEN (as applicable), proxy statements and such other reports, forms or filings as may be mutually agreed upon;
d. Prepare for the review by designated officer(s) of the Trusts annual fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trusts’ expenses, review calculations of fees paid to the Trusts’ investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments;
e. Provide periodic testing of the Trusts with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for the Trusts contained in the Registration Statements for the Trusts as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Trusts as well as preparation of Board compliance materials;
f. Prepare and furnish total return performance information, fund performance statistics including SEC yields, and distribution yields for the Trusts, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management;
g. Prepare and disseminate vendor survey information;
h. Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment;
i. Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by the Administrator; and
j. Maintain certain books and records of the Trusts as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon.
k. Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants;
l. Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions;
m. Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate;
Schedule B2
Fund Administration Accounting Services
1. Books of Account. Maintain the books of account of the Trusts and perform the following duties in the manner prescribed by the respective Trust's currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a "Governing Document") (including the procedures established in the Service Level Agreement):
a. Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust's investment adviser (the "Adviser") and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the "Committee") will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trusts for errors in valuing a Portfolio's assets or calculating the net asset value (the ''NAV") per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents;
b. Determine the NAV per share of each Portfolio and/or class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus of such Portfolio;
c. Prepare the daily mark-to-market reports and analysis incompliance with Rule 2a-7 for each of the money market portfolios.
d. Calculate the net income of each of the Portfolios, if any;
f. Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any;
g. Calculate the expense accruals for each fund/class of shares;
h. Determine the dividend factor for all daily dividend funds;
i. Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 3l(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street;
J. At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and
k. Such other similar services as may be reasonably requested by the Trust.
The Trusts shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trusts’ Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.
SCHEDULE B6
Form N-PORT (the “Form N-PORT Services”) and Form N-CEN (the “Form N-CEN Services”) Support Services (collectively, the “Form N-PORT and Form N-CEN Services” or the “Services”)
I. Services.
(a) | Data Only N-PORT and N-CEN Solution (Aggregation of Data and Standard Report Delivery). No Filing. |
The Administrator, at the direction of and on behalf of each Trust, will electronically submit the completed Form NPORT Data and completed Form N-CEN Data to (i) each Trust, as relevant and/or (ii) the third-party filing agent for, and as designed from time to time in writing by, the Trusts (the “Agent(s)”), and will provide reasonable cooperation to the relevant Trust as reasonably requested by such Trust with respect to the Form N-PORT Data and Form N-CEN Data.
The Form N-PORT Data will be provided with respect to each Trust and each Fund of the Trusts as set forth in the attached Annex 1, which shall be executed by State Street and each Trust. The Form N-CEN Data will be provided with respect to each Trust as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of each Trust and by virtue of an updated Annex 1 that is signed by all parties.
(b) Quarterly Portfolio of Investments Services:
· | Subject to the receipt of all Required Data, and as a component of the Services, the Administrator will use such Required Data from each Trust, State Street’s internal systems, and other data providers to prepare a draft portfolio of investments (the “Portfolio of Investments”), compliant with GAAP, as of each Trusts’ first and third fiscal quarter-ends. |
· | Each Trust acknowledges and agrees that it will be responsible for (i) reviewing and approving each such Portfolio of Investments, (ii) incorporating such information into such Trust’s filing mechanism, (iii) attaching each of its Portfolio of Investments to its first and third fiscal quarter-end N-PORT filings, and (iv) submitting such Portfolios of Investments as part of such N-PORT filings electronically to the SEC. |
(c) Liquidity Risk Measurement Services: Not Applicable.
II. Trust Duties, Representations and Covenants in Connection with the Services.
The provision of the Services to each Trust by State Street is subject to the following terms and conditions:
1. The parties acknowledge and agree on the following matters:
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning each Trust or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which each Trust or its affiliates provide services or is otherwise associated (“Trust Entities”) that is generated or aggregated by State Street or its affiliates in connection with services performed on each Trust’s behalf or otherwise prepared by State Street (“State Street Data,” together with Required Data and Third Party Data (as defined below), “Services-Related Data”). State Street’s obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by each Trust shall be as provided in such respective other agreements between State Street or its affiliates and each Trust relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (“Other Trust Agreements”). Nothing in this Agreement or any service schedule(s) shall limit or modify State Street’s or its affiliates’ obligations to each Trust under the Other Trust Agreements.
In connection with the provision of the Services by State Street, each Trust acknowledges and agrees that it will be responsible for providing State Street with any information requested by State Street, including, but not limited to, the following:
(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to State Street, in formats compatible with Administrator-provided data templates including, without limitation, Required Data and the information and assumptions required by State Street in connection with a Trust reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by State Street, in its discretion (collectively, the “Onboarding Checklist”) and such other forms and templates as may be used by State Street for such purposes from time to time, for all Trusts and/or Funds receiving services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by each Trust), including, without limitation, arranging for the provision of data from each Trust, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to State Street (or any of its affiliates) in its capacity as administrator to one or more Trusts, State Street and each Trust will agree on the scope of the information to be extracted from State Street’s or any of its affiliate’s systems for purposes of State Street’s provision of the Services, subject to the discretion of State Street, and State Street is hereby expressly authorized to use any such information as necessary in connection with providing the Services hereunder; and
(B) Providing all required information and assumptions not otherwise included in Trust data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for State Street to provide the Services.
The following are examples of certain types of information that each Trust is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and each Trust hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:
· SEC filing classification of each Trust (i.e., small or large filer);
· Identification of any data sourced from third parties; and
· Identification of any securities reported as Miscellaneous.
2. Each Trust acknowledges that it has provided to State Street all material assumptions used by each Trust or that are expected to be used by each Trust in connection with the completion of the Services, and that it has approved all material assumptions used by State Street in the provision of the Services prior to the first use of the Services. Each Trust will also be responsible for promptly notifying State Street of any changes in any such material assumptions previously notified to State Street by each Trust or otherwise previously approved by each Trust in connection with State Street’s provision of the Services. Each Trust acknowledges that the completion of the Services, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
· Investment classification of positions;
· Assumptions necessary in converting data extracts;
· General operational and process assumptions used by State Street in performing the Services; and
· Assumptions specific to each Trust.
Each Trust hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which each Trust (and/or State Street on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3. Each Trust acknowledges and agrees on the following matters:
(A) Each Trust has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and each Trust has determined that the Services are suitable for its purposes. None of State Street or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including State Street, “State Street Parties”) make any express or implied warranties or representations with respect to the Services or otherwise.
(B) Each Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. State Street is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and State Street is not providing any customization, guidance, or recommendations. Where each Trust uses Services to comply with any law, regulation, agreement, or other Trust obligation, State Street makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and State Street has no obligation of compliance with respect thereto.
(C) Each Trust may use the Services and any reports, charts, graphs, data, analyses and other results generated by State Street in connection with the Services and provided by State Street to each Trust (“Materials”) (a) for the internal business purpose of each Trust relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update. Each Trust may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with each Trust (each a “Permitted Person”); provided, however, (i) each Trust may not charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (“Third Party Data”) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent each Trust has separate license rights with respect to the use of such Third Party Data, or (iii) each Trust may not use the Services or Materials in any way to compete or enable any third party to compete with State Street. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.
Except as expressly provided in this Section 3(C), each Trust, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in each Trust or any Permitted Persons (collectively, including each Trust, “Trust Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent each Trust has separate license rights with respect to the use of such Third Party Data). Without limitation, Trust Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.
(D) Each Trust shall limit the access and use of the Services and the Materials by any Trust Parties to a need-to-know basis and, in connection with its obligations under this Agreement, each Trust shall be responsible and liable for all acts and omissions of any Trust Parties.
(E) The Services, the Materials and all confidential information of State Street (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of State Street. Each Trust has no rights or interests with respect to all or any part of the Services, the Materials or State Street’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. Each Trust automatically and irrevocably assigns to State Street any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or State Street’s confidential information, including, for the avoidance of doubt and without limitation, any Trust Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with State Street (collectively, “Feedback”) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate each Trust.
(F) State Street may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
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ANNEX I to SCHEDULE B6
Each of the Investment Companies
Listed On Exhibit A
Further to the Amendment dated as of March 6, 2018, effective as of March 1, 2018, to the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and State Street Bank and Trust Company (the “State Street”), the Trusts and State Street mutually agree to update this Annex 1 effective January 25, 2021 as follows:
Form N-CEN Services |
FEDERATED HERMES ADJUSTABLE RATE SECURITIES FUND FEDERATED HERMES EQUITY INCOME FUND, INC. FEDERATED HERMES GLOBAL ALLOCATION FUND FEDERATED HERMBES GOVERNMENT INCOME SECURITIES, INC. FEDERATED HERMES GOVERNMENT INCOME TRUST FEDERATED HERMES HIGH INCOME BOND FUND, INC. FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND FEDERATED HERMES SHORT-TERM GOVERNMENT FUND FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT FUND FEDERATED HERMES CORE TRUST FEDERATED HERMES CORE TRUST III FEDERATED HERMES EQUITY FUNDS FEDERATED HERMES FIXED INCOME SECURITIES, INC. FEDERATED HERMES HIGH YIELD TRUST FEDERATED HERMES INCOME SECURITIES TRUST FEDERATED HERMES INSTITUTIONAL TRUST FEDERATED HERMES INSURANCE SERIES FEDERATED HERMES INVESTMENT SERIES FUNDS, INC. FEDERATED HERMES MANAGED POOL SERIES FEDERATED HERMES MDT SERIES FEDERATED HERMES TOTAL RETURN SERIES, INC. FEDERATED HERMES ADVISER SERIES
|
IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.
EACH OF THE INVESTMENT COMPANIES LISTED ON EXHIBIT A TO THE AGREEMENT | STATE STREET BANK AND TRUST COMPANY | |
By: /s/ Lori A. Hensler | By: /s/ Stephanie Mansfield | |
Name: Lori A. Hensler | Name: Stephanie Mansfield | |
Title: Treasurer | Title: Managing Director | |
Date: January 27, 2021 | Date: January 27, 2021 | |
AMENDMENT
The terms of this AMENDMENT (“Amendment”) made and effective as of April 1, 2020 will apply to each agreement listed on Appendices 1-A through 1-F hereto (each, an “Agreement” and collectively, the “Agreements”) by and between STATE STREET BANK AND TRUST COMPANY and STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED, as applicable (“State Street”) and the counterparty or counterparties to each Agreement identified on Appendices 1-A through 1-F hereto (“Federated Entities”, collectively with State Street, the “Parties”).
WHEREAS, pursuant to the Agreements, State Street has been performing, inter alia, custody, accounting, depositary, and/or other administration services for the Federated Entities; and
WHEREAS, the Parties wish to clarify State Street’s Global Operating Model, as defined in Exhibit A.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:
1. | Effective as of April 1, 2020, each Agreement shall be amended by incorporating the attached Exhibit A. |
2. | If any term or provision of an Agreement is contrary to or in conflict with the terms of this Amendment, this Amendment controls and such term or provision is modified or negated accordingly. |
3. | Except as provided herein, no other terms or provisions of the Agreements shall be amended or modified by this Amendment. |
4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signature pages follow]
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-A hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: _/s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
EACH OF THE FUNDS/MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX A/EXHIBIT 1 OF EACH RELEVANT AGREEMENT
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-B hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
FEDERATED SERVICES COMPANY
By: Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
FII HOLDINGS, INC.
By: Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
FEDERATED INVESTORS TRUST COMPANY
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Assistant Treasurer
FEDERATED INVESTMENT COUNSELING
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
FEDERATED INTERNATIONAL MANAGEMENT LIMITED
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Company Secretary
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-C hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
FEDERATED HERMES, INC. (formerly Federated Investors, Inc.)
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
FEDERATED INVESTMENT COUNSELING
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
TEXAS TREASURY SAFEKEEPING TRUST COMPANY, as Trustee of the Trusts listed on Schedule 1 of each relevant Agreement
By: Federated Investment Counseling, as attorney-in-fact
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-D hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
EACH OF THE FUNDS LISTED ON APPENDIX A/SCHEDULE A OF EACH RELEVANT AGREEMENT
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-E hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
FEDERATED REDWOOD TRADE FINANCE FUND, L.P.
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Authorized Person
EACH OF THE FUNDS LISTED ON APPENDIX A OF EACH RELEVANT AGREEMENT
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Authorized Person
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-F hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
ICBC FEDERATED FUNDS ICAV
By: Gregory P. Dulski
Name: Gregory P. Dulski
Title: Director
Exhibit A
For purposes of this Exhibit A:
“Agreement” shall mean this Agreement or Contract as the context requires.
“Client” shall mean the Federated Entity or Entities receiving services pursuant to this Agreement.
“Global Operating Model” shall mean the global network that conducts State Street’s business in multiple locations across North America, Europe and Asia with significant operational hubs in China, India and Poland, using automated processes and established globally consistent procedures, controls and training.
“State Street” shall mean the relevant State Street entity performing services pursuant to this Agreement.
DELEGATION
1. Delegation. Subject to Sections 2 and 3 below, and unless otherwise limited by this Agreement, State Street shall have the right to employ agents, subcontractors, consultants and other third parties, whether affiliated or unaffiliated, to provide or assist it in the provision of all or any part of the services performed pursuant to this Agreement (each, a “Delegate” and collectively, the “Delegates”) without the consent or approval of the Client. State Street shall be responsible for the services delivered by, and the acts and omissions of, any such Delegate as if State Street had provided such services and committed such acts and omissions itself. Unless otherwise agreed in a Fee Schedule approved in writing by the Client, State Street shall be responsible for the compensation of its Delegates.
2. State Street will provide the Client with information regarding its Global Operating Model for the delivery of the services on a quarterly basis, which information shall include the identities of Delegates that perform or may perform all or any part of material services, and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Client may reasonably request from time to time.
3. State Street will provide Client with 60 days’ prior written notice of its intention to (i) establish a Delegate in a new location from which services will be performed and (ii) transfer services from one Delegate to another, when the Delegate does not already perform the services being transferred. Notwithstanding the foregoing commitment, State Street shall have no obligation to provide prior notice of any delegation or use of a legal entity or location on an emergency or temporary basis to the extent necessary to allow State Street to continue to provide the services during any period when State Street or any Delegate is experiencing a service interruption, outage or similar limitation (including a Force Majeure Event). In any such event, State Street shall notify the Client as soon as reasonably practicable of such temporary delegation or service location and shall take reasonable steps to return such services to the prior affiliate or such other previously notified location as soon as reasonably possible consistent with maintaining continuity of the services.
4. Nothing in this Section shall limit or restrict State Street’s right to use affiliates or third parties to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.
USE OF DATA
1. | In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street (which term for purposes of this Section includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding the Client and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary to (i) carry out the provision of services contemplated under this Agreement and other agreements between the Client and State Street or any of its Affiliates and (ii) carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. State Street will not, without the prior agreement of the Client, provide access to Client data to third parties for their commercial use. |
2. | Client data may be accessed by any of State Street’s affiliated operating locations which have controls designed to promote the security and confidentiality of data. All State Street affiliates, including State Street’s global process centers, have consistent controls. |
3. | State Street remains contractually responsible for the protection of Client data while it is on its, its Affiliates’ or its Delegates’ systems including those owned by third party vendors. State Street conducts due diligence and ongoing monitoring of its Affiliates, Delegates and third party vendors to assess whether a control environment equivalent or superior to that maintained by State Street on its own systems is applied by such Affiliates, Delegates or third party vendors. State Street also reviews its Affiliates’, Delegates’ and third party vendors’ controls designed to promote the security and confidentiality of Client data. |
4. | Except as expressly contemplated by this Agreement, nothing in this Section shall limit the confidentiality and data-protection obligations, including any privacy, information security or business continuity obligations, of State Street and its Affiliates or Delegates under this Agreement and/or applicable law. State Street shall cause any Affiliate, agent, service provider or Delegate to which it has disclosed data pursuant to this Section to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement. |
Appendix 1-A
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Each Fund listed on Appendix A | State Street Bank and Trust Company | Financial Administration and Accounting Services Agreement (Federated Funds) | March 1, 2011 |
Each management investment company identified on Appendix A | State Street Bank and Trust Company | Amended and Restated Master Custodian Agreement (Federated Funds) | March 1, 2017 |
Each Fund listed on Exhibit 1 | State Street Bank and Trust Company | SSGX Master Agreement |
August 20, 2018
|
Appendix 1-B
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
FII Holdings, Inc. | State Street Bank and Trust Company | Custodian Agreement | May 22, 2007 |
Federated Investors Trust Company | State Street Bank and Trust Company | Custodian Contract | October 29, 2008 |
Federated Investors Trust Company | State Street Bank and Trust Company | Financial Administration and Accounting Services Agreement | October 29, 2008 |
Federated International Management Limited | State Street Bank and Trust Company | Services Agreement | July 24, 2018 |
Federated Investment Counseling, Federated Services Company | State Street Bank and Trust Company | Amended and Restated Portfolio Accounting and Sub-Administrative Services Agreement | April 1, 2020 |
Federated Investment Counseling | State Street Bank and Trust Company | Currency Management Agreement | August 31, 2018 |
Appendix 1-C
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Federated Investors, Inc./Texas Treasury | State Street Bank and Trust Company | Custodian Contract (TexPool) | April 5, 2002 |
Federated Investment Counseling | State Street Bank and Trust Company | Master Sub-Administration Agreement (MMDT) | March 1, 2013 |
Federated Investment Counseling | State Street Bank and Trust Company | Master Custodian Contract (MMDT) | March 1, 2013 |
Appendix 1-D
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Each of the funds listed on Schedule A | State Street Bank and Trust Company | Master Administration Agreement (Federated Prime Private Liquidity) | April 30, 2016 |
Each of the funds listed on Appendix A | State Street Bank and Trust Company | Master Custodian Agreement (Federated Prime Private Liquidity) | April 30, 2016 |
Appendix 1-E
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Each Fund listed on Appendix A | State Street Bank and Trust Company | Master Administration Agreement (Redwood) | January 22, 2019 |
Each Fund listed on Appendix A | State Street Bank and Trust Company | Master Custodian Agreement (Redwood) | January 22, 2019 |
Federated Redwood Trade Finance Fund, L.P. | State Street Bank and Trust Company | Performance & Analytics Agreement | January 22, 2019 |
Appendix 1-F
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
ICBC Federated Funds ICAV | State Street Custodial Services (Ireland) Limited | Depositary Agreement | June 20, 2018 |
ICBC Federated Funds ICAV | State Street Custodial Services (Ireland) Limited | Administration Agreement | June 20, 2018 |
January 19, 2021
State Street Bank and Trust Company
1 Iron Street
Boston, MA 02110
Attention: Andrea Griffin, Vice President
Re: FEDERATED HERMES ADVISER SERIES (the “Trust”)
Ladies and Gentlemen:
Please be advised that the undersigned Trust has established new Funds to be known as Federated Hermes Conservative Municipal Microshort Fund, and Federated Hermes Conservative Microshort Fund, respectively (the “Funds”).
In accordance with Section 1, the Appointment provision, of the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, as amended, modified, or supplemented from time to time (the “Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company (“State Street”), the undersigned Trust hereby requests that State Street as Financial Administrator and Accounting Agent for the new Funds under the terms of the Agreement, and that Exhibit A to the Agreement is hereby amended and restated as set forth on Appendix A attached hereto. In connection with such request, the undersigned Trust hereby confirms, as of the date hereof, its representations and warranties set forth in Section II.B of the Agreement.
Please indicate your acceptance of the foregoing by executing this letter agreement and returning a copy of the Trust.
Sincerely,
FEDERATED HERMES ADVISER SERIES
on behalf of:
FEDERATED HERMES CONSERVATIVE MUNICIPAL MICROSHORT FUND, and
FEDERATED HERMES CONSERVATIVE MICROSHORT FUND
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer, Duly Authorized
Agreed and Accepted:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Stefanie Mansfield
Name: Stefanie Mansfield
Title: Managing Director, Duly Authorized
Effective Date: January 19, 2021
EXHIBIT A
TO
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT DATED MARCH 1, 2011
(Updated as of June 1, 2021)
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Adjustable Rate Fund
Federated Hermes Adviser Series:
Federated Hermes Conservative Municipal Microshort Fund
Federated Hermes Conservative Microshort Fund
Federated Hermes MDT Market Neutral Fund
Federated Hermes Government Income Trust:
Federated Hermes Government Income Fund
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust:
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Trust:
Federated Short-Intermediate Government Fund
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Equity Advantage Fund
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultra Short Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender 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 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 New York Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
September 1, 2021
State Street Bank and Trust Company
1Iron Street
Boston, MA 02110
Attention: Andrea Griffin, Vice President
Re: FEDERATED HERMES ADVISER SERIES (the “Trust”)
Ladies and Gentlemen:
Please be advised that the undersigned Trust has established a new Fund to be known as Federated Hermes MDT Market Neutral Fund (the “Fund”).
In accordance with Section 1, the Appointment provision, of the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, as amended, modified, or supplemented from time to time (the “Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company (“State Street”), the undersigned Trust hereby requests that State Street act as Financial Administrator and Accounting Agent for the new Fund under the terms of the Agreement, and that Exhibit A to the Agreement is hereby amended and restated as set forth on Appendix A attached hereto. In connection with such request, the undersigned Trust hereby confirms, as of the date hereof, its representations and warranties set forth in Section II.B of the Agreement.
Please indicate your acceptance of the foregoing by executing this letter agreement and returning a copy to the Trust.
Sincerely,
FEDERATED HERMES ADVISER SERIES
on behalf of:
FEDERATED HERMES MDT MARKET NEUTRAL FUND
By: /s/Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer, Duly Authorized
Agreed and Accepted:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Suzanne M. Hinckley
Name: Suzanne M. Hinckley
Title: Senior Vice President, Duly Authorized
Effective Date: September 15, 2021
EXHIBIT A
TO
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT DATED MARCH 1, 2011
(Updated as of September 1, 2021)
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Adjustable Rate Fund
Federated Hermes Adviser Series:
Federated Hermes Conservative Municipal Microshort Fund
Federated Hermes Conservative Microshort Fund
Federated Hermes MDT Market Neutral Fund
Federated Hermes Government Income Trust:
Federated Hermes Government Income Fund
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust:
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Trust:
Federated Short-Intermediate Government Fund
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Equity Advantage Fund
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultra Short Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
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 New York Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
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 | 0.25% | None |
Federated Hermes Short-Intermediate Duration Municipal Trust | ||
Federated Hermes Short-Intermediate Municipal Fund | 0.25% | 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 | |