1940 Act File No. 811-8519
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT
| UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
| Amendment No. 82 |
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Federated Hermes Core 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)
Private Offering Memorandum
December 29, 2022
Emerging Markets Core Fund
A Portfolio of Federated Hermes Core Trust
The securities described herein are offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“1933 Act”), and Regulation D (including Rule 506(c)) thereunder, and have not been registered with or approved or disapproved by the Securities and Exchange Commission (SEC) or any other regulatory authority of any jurisdiction, nor has the SEC passed upon the accuracy or adequacy of this Private Offering Memorandum. Any representation to the contrary is a criminal offense.
A Statement of Additional Information (SAI), with respect to Emerging Markets Core Fund, a portfolio of Federated Hermes Core
Trust (“Trust”), with the same date has been filed with the SEC, and is incorporated herein by reference. A copy of the SAI is available without charge by calling the Fund’s placement agent at 1-800-341-7400.
Shares of the Fund are not deposits or obligations of any bank, are not endorsed or guaranteed by the U.S. government, the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Shares of the Fund are being offered for investment only to investment companies, insurance company separate accounts, common
or commingled trust funds or similar organizations or entities that are “accredited investors” within the meaning of Regulation D of the 1933 Act.
Investors will be required to represent that they meet certain financial requirements and that they are familiar with and
understand the terms, risks and merits of an investment in the Fund.
No resale of Shares may be made unless the Shares are subsequently registered under the 1933 Act or an exemption from such
registration is available.
This Private Offering Memorandum has been prepared solely for the information of the recipient and may not be reproduced,
provided to others or used for any other purpose.
No person has been authorized to make representations or give any information with respect to the Shares, except the information
contained herein or in the Trust’s registration statement filed under the Investment Company Act of 1940, as amended (“1940 Act”).
Investment Adviser
Federated Investment Management Company
Sub-Adviser
Federated Hermes (UK) LLP
Placement Agent
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222
Do Not Copy or Circulate
Not FDIC Insured ▪ May Lose Value ▪ No Bank Guarantee
PART A: INFORMATION REQUIRED IN A PROSPECTUS
December 29, 2022
Items 1, 2, 3, 4 and 13 of Part A are omitted pursuant to Item B(2)(b) of the General Instructions to Form N-1A.
Please read this Private Offering Memorandum carefully before investing and retain it for future reference. It contains important information about the Fund that investors should know before investing.
A copy of a Subscription Agreement and Investor Questionnaire for use in subscribing to purchase Shares of the Fund accompanies delivery of this Private Offering Memorandum. In order to purchase Shares of the Fund, a prospective investor must satisfactorily complete, execute and deliver the Subscription Agreement and Investor Questionnaire to the Fund’s Placement Agent.
Fund Summary Information
Emerging Markets Core Fund (the “Fund”)
FUND MANAGEMENT
The Fund’s Investment Adviser is Federated Investment Management Company (the “Adviser”). The Fund’s Sub-Adviser is Federated Hermes (UK) LLP, a limited liability partnership incorporated in England and Wales (the “Sub-Adviser”) and an affiliate of the Adviser. For purposes of this Private Offering Memorandum, the Adviser and Sub-Adviser are sometimes referred to together, as applicable, as the “Fund’s Adviser” or the “Adviser”.
Ihab L. Salib, Senior Portfolio Manager, has been the Fund’s portfolio manager since May of 2013.
Jason DeVito, CFA, has been the Fund’s portfolio manager since May of 2016.
Mohammed Elmi, CFA, has been the Fund’s portfolio manager since May of 2016.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund have not been registered and are issued in reliance on Section 4(a)(2) of the 1933 Act and Regulation D (including, without limitation, Rule 506(c)) thereunder. Investments in the Fund may only be made by investment companies, insurance company separate accounts, common or commingled trust funds or similar organizations or entities that are “accredited investors” within the meaning of Regulation D of the 1933 Act. You may purchase or redeem Shares of the Fund on any day the New York Stock Exchange is open. There is no minimum required initial or subsequent investment amount. Redemption requests should be made in accordance with procedures established by the Transfer Agent by calling 1-800-341-7400.
Tax Information
The Fund’s distributions are taxable as ordinary income or capital gains.
Payments to Broker-Dealers and Other Financial Intermediaries
Federated Securities Corp. is the Fund’s Placement Agent. It receives no fee for its services.
Investment Objectives, Principal Investment Strategies and Related Risks
Investment Objectives
The primary investment objective of the Fund is to achieve a total return on its assets. The Fund’s secondary investment objective is to achieve a high level of income. While there is no assurance that the Fund will achieve its investment objectives, it endeavors to do so by following the investment policies described in this Private Offering Memorandum.
The Fund is non-diversified. Compared to diversified mutual funds, it may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases the Fund’s risk by magnifying the impact (positively or negatively) that any one issuer has on the Fund’s Share price and performance.
Principal Investment Strategies
While there is no assurance that the Fund will achieve its investment objectives, it endeavors to do so by following the principal strategies and policies described in this Private Offering Memorandum. The Fund’s Statement of Additional Information (SAI) provides information about the Fund’s non-principal strategies.
The Fund pursues its investment objectives by investing primarily in emerging markets fixed-income investments. Emerging markets fixed-income investments include debt securities issued by certain foreign governments or corporations and other types of investments and instruments such as derivatives. See “Foreign Securities,” below. Emerging market countries’ investments are those that are components of the Bloomberg Emerging Markets Seasoned ex Aggregate/Eurodollar Index (“BEMSAE’’). The BEMSAE covers emerging market countries in the following regions: Americas, Europe, Asia, Middle East and Africa.
The Fund may invest in noninvestment-grade debt investments, commonly known as junk instruments, which may offer higher yields than investment-grade debt investments. Investors in lower-rated foreign debt investments may receive higher yields as compensation for assuming higher credit risks. The Fund does not limit the amount it may invest in investments rated below investment grade.
Investors in emerging markets may receive higher yields in exchange for assuming the higher credit risks of the issuers and other market risks of investing in emerging market countries. Historically, returns of emerging markets debt securities
have had low correlation with the returns of both lower-rated debt securities issued by corporations in the United States
(high-yield bonds) and investment-grade securities of developed market countries. Low correlation means that adding emerging markets debt investments to a broader global fixed-income portfolio may reduce portfolio volatility and still provide the benefits of higher average portfolio returns over longer periods of time. There is no assurance that this relatively low correlation of returns will continue in the future.
The Fund’s Adviser actively manages the Fund’s portfolio seeking total returns over longer time periods in excess of the Fund’s benchmark, the BEMSAE.
There can be no assurance that the Adviser will be successful in achieving investment returns in excess of the BEMSAE.
The Adviser’s investment process is primarily concerned with the selection of investments among emerging market debt investments (also known as “security selection”). The Adviser may lengthen or shorten average portfolio duration in response to changing market conditions within +/- 30% of the duration of the BEMSAE. These duration adjustments can be made either by buying or selling portfolio investments or through the use of derivative contracts.
The investment process entails a thorough assessment of the global macroeconomic environment to determine the most relevant investment themes that drive emerging markets. These investment themes can be either secular or cyclical in nature and are intended to define guiding principles which permeate through the various stages of the investment process from country and sector to individual issuer. In selecting investments, the Adviser gives emphasis to the underlying quality of issuers domiciled in emerging market countries. The Adviser performs intensive credit analysis of both sovereign and corporate debt issues. Secondarily, the Adviser considers the extent to which market interest rates may impact the potential
investment return of emerging markets debt instruments.
The Adviser analyzes credit by performing fundamental analysis of: (1) countries to find relatively favorable economic and political conditions; and (2) available instruments in selected countries. In selecting countries, the Adviser analyzes
the financial condition of an emerging market country including its credit ratings, government finances and outstanding public debt, as well as the political environment of that country among other factors. The Adviser also considers how developments in other countries in the region or world might affect these factors. Using its analysis, the Adviser attempts
to identify countries with favorable characteristics, such as strengthening economy, favorable inflation rate, sound budget
policy or strong public commitment to repay government debt.
For investments in corporate issuers, the Adviser analyzes the business, competitive position and financial condition of the issuer to assess whether the instrument’s risk is commensurate with its potential return. The Adviser selects corporate debt securities that it believes offer greater relative value than sovereign obligations.
The Fund may use derivative contracts (including U.S. Treasury futures contracts) and/or hybrid instruments to implement elements of its investment strategy. For example, the Fund may use derivative contracts or hybrid instruments to increase or decrease the portfolio’s exposure to the investment(s) underlying the derivative or hybrid instrument in an attempt to benefit from changes in the value of the underlying investment(s). Additionally, by way of example, the Fund may use derivative contracts in an attempt to:
◾ increase or decrease the effective duration of the Fund portfolio;
◾ seek to benefit from anticipated changes in the volatility of designated assets or instruments, such as indices, currencies
and interest rates. (Volatility is a measure of the frequency and level of changes in the value of an asset or instrument
without regard to the direction of such changes.);
◾ obtain premiums from the sale of derivative contracts;
◾ realize gains from trading a derivative contract; or
◾ hedge against potential losses.
The Fund’s use of derivative contracts can be considered a speculative trading activity in the sense that there can be no assurance that the Fund’s use of derivatives or hybrid investments will be successful or work as intended. Derivative investments made by the Fund are included within the Fund’s 80% policy (as described below) and are calculated at market value.
Because the Fund refers to emerging markets investments in its name, it will notify shareholders at least 60 days in advance of any change in its investment policies that would enable the Fund to normally invest less than 80% of its net assets (plus any borrowings for investment purposes) in emerging markets.
TEMPORARY DEFENSIVE INVESTMENTS
The Fund may temporarily depart from its principal investment strategies by investing its assets in cash and shorter-term
debt securities and similar obligations. It may do this to minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions. This may cause the Fund to give up greater investment returns to maintain the safety of principal, that is, the amount invested by shareholders.
What are the Fund’s Principal Investments?
The following provides general information on the Fund’s principal investments. The Fund’s Statement of Additional Information (SAI) provides information about the Fund’s non-principal investments and may provide additional information about the Fund’s principal investments.
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of
the principal or may be adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal
amount of the security, normally within a specified time. Fixed-income securities provide more regular income than equity
securities. However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase or decrease depending upon whether it costs less (a “discount”) or more (a “premium”) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security
may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the fixed-income securities in which the Fund principally invests:
FOREIGN SECURITIES
Foreign securities are securities of issuers based outside the United States. To the extent a Fund invests in securities included in its applicable broad-based securities market index, the Fund may consider an issuer to be based outside the United States if the applicable index classifies the issuer as based outside the United States. Accordingly, the Fund may
consider an issuer to be based outside the United States if the issuer satisfies at least one, but not necessarily all, of
the following:
◾ it is organized under the laws of, or has its principal office located in, another country;
◾ the principal trading market for its securities is in another country;
◾ it (directly or through its consolidated subsidiaries) derived in its most current fiscal year at least 50% of its total assets,
capitalization, gross revenue or profit from goods produced, services performed or sales made in another country; or
◾ it is classified by an applicable index as based outside the United States.
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.
Foreign Government Securities (A Type of Foreign Fixed-Income Security)
Foreign government securities generally consist of fixed-income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational
entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the “World Bank”), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed-income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not
backed by the national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Foreign Corporate Debt Securities (A Type of Foreign Fixed-Income Security)
The Fund will also invest in high-yield and investment-grade debt securities of foreign corporations. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. The Fund may also purchase interests in bank loans to companies.
The credit risks of corporate debt securities vary widely among issuers. The credit risk of an issuer’s debt security may also vary based on its priority for repayment. For example, higher ranking (“senior”) debt securities have a higher priority than lower ranking (“subordinated”) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities.
Foreign Exchange Contracts
In order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency received from the sale of a foreign security into U.S. dollars, the Fund may enter into spot currency trades. In a spot trade,
the Fund agrees to exchange one currency for another at the current exchange rate. The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset. The exchange rate for currency derivative contracts
may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund’s exposure to currency risks. The Fund may use both spot trades and currency derivatives to increase or decrease its exposure to foreign interest rate and/or currency markets.
Loan Instruments (A Fixed-Income Security)
The Fund may invest in loan (and loan-related) instruments, which are interests in amounts owed by a corporate, governmental or other borrower to lenders or groups of lenders known as lending syndicates (loans and loan participations). Such instruments may include loans made in connection with trade financing transactions.
Investments in certain loans have additional risks that result from the use of agents and other interposed financial institutions. Such loans are structured and administered by a financial institution (e.g., a commercial bank) that acts as
the agent of the lending syndicate. The agent bank, which may or may not also be a lender, typically administers and enforces
the loan on behalf of the lenders in the lending syndicate. In addition, an institution, typically but not always the agent
bank, holds the collateral, if any, on behalf of the lenders. A financial institution’s employment as an agent bank might be terminated for a number of reasons, for example, in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement likely would remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of a the Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g.,
an insurance company or government agency) similar risks may arise.
Loan instruments may be secured or unsecured. If secured, then the lenders have been granted rights to specific property (such as receivables, tangible goods, real property or commodities), which is commonly referred to as collateral. The purpose of securing a loan is to allow the lenders to exercise their rights over the collateral if the loan is not repaid
as required by the terms of lending agreement. Unsecured loans expose the lenders to increased credit risk.
The loan instruments in which the Fund may invest may involve borrowers, agent banks, co-lenders and collateral located both in the United States and outside of the United States (in both developed and emerging markets).
The Fund treats loan instruments as a type of fixed-income security. Investments in loan instruments may expose the Fund to interest rate risk, risks of investing in foreign securities, credit risk, liquidity risk, risks of noninvestment-grade
securities, risks of emerging markets and leverage risk. (For purposes of the descriptions in this Private Offering Memorandum of these various risks, references to “issuer” include borrowers in loan instruments.) Many loan instruments incorporate risk mitigation and insurance products into their structures, in order to manage these risks. There is no guarantee that these risk management techniques will work as intended.
Zero-Coupon Securities (A Fixed-Income Security)
Zero-coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic
payments of interest (referred to as a coupon payment). Investors buy zero-coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the
zero-coupon security. Investors must wait until maturity to receive interest and principal, which increases the interest rate
and credit risks of a zero-coupon security. A zero-coupon, step-up security converts to a coupon security before final maturity.
Credit Enhancement
Credit enhancement consists of an arrangement in which a company agrees to pay amounts due on a fixed-income security if the issuer defaults. In some cases the company providing credit enhancement makes all payments directly to the
security holders and receives reimbursement from the issuer. Normally, the credit enhancer may have greater financial resources and liquidity than the issuer. For this reason, the Adviser may evaluate the credit risk of a fixed-income security
based solely upon its credit enhancement.
Derivative Contracts
Derivative contracts are financial instruments that derive their value from underlying securities, commodities, currencies, indices, or other assets or instruments, including other derivative contracts, (each a “Reference Instrument” and collectively, “Reference Instruments”). The most common types of derivative contracts are swaps, futures and options, and major asset classes include interest rates, equities, commodities and foreign exchange. Each party to a derivative contract may sometimes be referred to as a “counterparty.” Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives. Other derivative contracts require payments relating to the income or returns from, or changes in the market
value of, a Reference Instrument. These types of derivatives are known as “cash-settled” derivatives since they require cash payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on exchanges. In these circumstances, the relevant exchange sets all the terms of the contract except for the price. Parties to an exchange-traded derivative contract make payments through the exchange. Most exchanges require traders to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects traders against a potential default by their counterparty. Trading contracts on an exchange also allows traders to hedge or mitigate certain risks, or carry out more complex trading strategies by entering into offsetting contracts.
The Fund may also trade derivative contracts over-the-counter (OTC), meaning off-exchange, in transactions negotiated directly between the Fund and an eligible counterparty, which may be a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to close out than exchange-traded derivative contracts. In addition, OTC contracts with more specialized terms may be more difficult to value than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Regulations enacted by the Commodity Futures Trading Commission (the “CFTC”) under the Dodd-Frank Act require the Fund to clear certain types of swap contracts (including certain interest rate and credit default swaps) through a central clearinghouse known as a derivatives clearing organization (DCO).
To clear a swap through a DCO, the Fund will submit the contract to, and post margin with, a futures commission merchant (FCM) that is a clearinghouse member. The Fund may enter into the swap with a counterparty other than the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself.
If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange (either a designated contract market (DCM) or swap execution facility (SEF)). Central clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments over time.
DCOs, DCMs, SEFs and FCMs are all subject to regulatory oversight by the CFTC. In addition, certain derivative market participants that act as market makers and engage in a significant amount of “dealing” activity are also required to register as swap dealers with the CFTC. Among other things, swap dealers are subject to minimum capital requirements and business conduct standards, and must also post and collect initial and variation margin on uncleared swaps with certain of their counterparties. Because of this, if the Fund enters into uncleared swaps with any swap dealers, it may be subject to initial and variation margin requirements that could impact the Fund’s ability to enter into swaps in the OTC market, including making transacting in uncleared swaps significantly more expensive.
At this point in time, most of the Dodd-Frank Act has been fully implemented, though a small number of remaining rulemakings are unfinished or are subject to phase-in periods. Any future regulatory or legislative activity would not necessarily have a direct, immediate effect upon the Fund, though it is within the realm of possibility that, upon implementation of these measures or any future measures, they could potentially limit or completely restrict the ability of
the Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make
them less effective.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference Instrument, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the contract, although this risk may be mitigated by submitting the contract for clearing through a DCO, or certain other factors, such as collecting margin from the counterparty.
As discussed above, a counterparty’s exposure under a derivative contract may in some cases be required to be secured with initial and/or variation margin (a form of “collateral”).
The Fund may invest in a derivative contract if it is permitted to own, invest in, or otherwise have economic exposure to
the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of
derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.
Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation as a commodity pool operator under the Act with respect to the Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The Fund can buy or sell financial futures (such as interest rate
futures, index futures and security futures), as well as currency futures and currency forward contracts.
Option Contracts (A Type of Derivative)
Option contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the “exercise price”) during, or at the end of, a specified period. The seller (or “writer”) of the option receives a payment, or premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. A call option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. A put option gives the holder the right to sell the Reference Instrument to the writer of the option. Options may be bought or sold on a wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements similar to those applied to futures contracts.
Swap Contracts (A Type of Derivative)
A swap contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments. Swaps do not always involve the delivery of the Reference Instruments by either party, and the parties might not own the Reference Instruments underlying the swap. The payments are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a variety of names. Common types of swaps in which the Fund may invest include interest rate swaps, caps and floors, total return swaps, credit default swaps,
currency swaps and volatility swaps.
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index or other asset or instrument including a derivative
contract). The Fund may use hybrid instruments only in connection with permissible investment activities. Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form of a hybrid
instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).
In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes
in the price of a Reference Instrument. Second, hybrid instruments may include convertible securities with conversion terms related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in
the Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an investment in a hybrid instrument may entail significant risks in addition to those associated with traditional investments
or the Reference Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference Instrument. Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Derivatives Regulation and Asset Coverage
The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial change in recent years and such change may continue. In addition, effective August 19, 2022, Rule 18f-4 (the “Derivatives Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), replaced the asset segregation framework previously used by funds to comply with limitations on leverage imposed by the 1940 Act. The Derivatives Rule generally mandates that a fund either limit derivatives exposure to 10% or less of its net assets, or in the alternative implement: (i) limits on leverage calculated based value-at-risk (VAR); (ii) a written derivatives risk management program (DRMP) administered by a derivatives risk manager appointed by the Board, including a majority of the independent Board members, that is periodically reviewed by the Board; and (iii) new reporting and recordkeeping requirements.
Investment Ratings for Investment-Grade Securities
The Adviser will determine whether a security is investment grade based upon the credit ratings given by one or more nationally recognized statistical rating organizations (NRSROs). For example, Standard & Poor’s, an NRSRO, assigns ratings to investment-grade securities (AAA, AA, A and BBB including modifiers, sub-categories and gradations) based on their assessment of the likelihood of the issuer’s inability to pay interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, the Fund must rely
entirely upon the Adviser’s credit assessment that the security is comparable to investment grade. The presence of a ratings modifier, sub-category, or gradation (for example, a (+) or (-)) is intended to show relative standing within the
major rating categories and does not affect the security credit rating for purposes of the Fund’s investment parameters. If a security is downgraded below the minimum quality grade discussed above, the Adviser will reevaluate the security, but will not be required to sell it.
Investment Ratings for nonInvestment-Grade Securities
Noninvestment-grade securities are rated below BBB- by an NRSRO. These bonds have greater economic, credit and liquidity risks than investment-grade securities.
Additional Information Regarding the Security Selection Process
As part of analysis in its security selection process, among other factors, the Adviser also evaluates whether environmental, social and governance factors could have a positive or negative impact on the risk profiles of many issuers or guarantors in the universe of securities in which the Fund may invest. The Adviser may also consider information derived from active engagements conducted by its in-house stewardship team with certain issuers or guarantors on environmental, social and governance topics. This qualitative analysis does not automatically result in including or excluding specific securities but may be used by Federated Hermes as an additional input in its primary analysis.
What are the Specific Risks of Investing in the Fund?
The following provides general information on the risks associated with the Fund’s principal investments. Any additional risks associated with the Fund’s non-principal investments are described in the Fund’s SAI. The Fund’s SAI also may provide additional information about the risks associated with the Fund’s principal investments.
issuer Credit Risk
It is possible that interest or principal on securities will not be paid when due. Below investment-grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default may reduce the value of the Fund’s portfolio holdings, its share price and its performance.
Many debt instruments receive credit ratings from NRSROs such as Fitch Rating Service, Moody’s Investor Services, Inc. and Standard & Poor’s that assign ratings to securities by assessing the likelihood of an issuer and/or guarantor default. Higher credit ratings correspond to lower perceived credit risk and lower credit ratings correspond to higher perceived credit risk. Credit ratings may be upgraded or downgraded from time to time as an NRSRO’s assessment of the financial condition of a party obligated to make payments with respect to such securities and credit risk changes. The impact of any credit rating downgrade can be uncertain. Credit rating downgrades may lead to increased interest rates and
volatility in financial markets, which in turn could negatively affect the value of the Fund’s portfolio holdings, its share price and its investment performance. Credit ratings are not a guarantee of quality. Credit ratings may lag behind the current financial conditions of the issuer and/or guarantor and do not provide assurance against default or other loss of
money. Credit ratings do not protect against a decline in the value of a security. If a security has not received a rating,
the Fund must rely entirely upon the Adviser’s credit assessment.
Debt instruments generally compensate for greater credit risk by paying interest at a higher rate. The difference between
the yield of a security and the yield of a U.S. Treasury security or other appropriate benchmark with a comparable maturity (the “spread”) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
The credit risks of corporate debt instruments vary widely among issuers. The credit risk of an issuer’s debt security may also vary based on its priority for repayment. For example, higher ranking (“senior”) debt instruments have a higher priority than lower ranking (“subordinated”) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities.
COUNTERPARTY Credit Risk
Credit risk includes the possibility that a party to a transaction involving the Fund will fail to meet its obligations. This
could cause the Fund to lose money or to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.
Risk Associated with Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail greater economic, credit and liquidity risks than investment-grade securities. For example, their prices are more volatile, economic downturns and financial setbacks may affect their prices more negatively, and their trading market may be more limited. These securities
are considered speculative with respect to the issuer’s ability to pay interest and repay principal.
RISK RELATED TO THE ECONOMY
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the United States and global economies. Economic, political and financial conditions, or industry or economic trends and developments, may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets, including
the fixed-income market. The commencement, continuation or ending of government policies and economic stimulus programs, changes in monetary policy, increases or decreases in interest rates, or other factors or events that affect the
financial markets, including the fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects which could negatively impact the Fund’s performance. For example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could
result from a change in government policies, and has the potential to cause investors to move out of certain portfolio securities,
including fixed-income securities, on a large scale. This may increase redemptions from funds that hold large amounts of certain securities and may result in decreased liquidity and increased volatility in the financial markets, including the
fixed-income markets. Market factors, such as the demand for particular portfolio securities, may cause the price of certain
portfolio securities to fall while the prices of other securities rise or remain unchanged. Among other investments, lower-grade bonds are sensitive to changes in the economy.
Epidemic and Pandemic Risk
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread globally. This coronavirus has resulted in, and may continue to result in, closed borders, enhanced health screenings, disruptions to healthcare service preparation and delivery, quarantines, cancellations, and disruptions to supply chains, workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this coronavirus has resulted in substantial economic volatility. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks. The impact of this
outbreak, and other epidemics and pandemics that may arise in the future, could continue to negatively affect the worldwide economy, as well as the economies of individual countries, individual companies, including certain Fund service providers and issuers of the Fund’s investments, and the markets in general in significant and unforeseen ways. In addition, governments, their regulatory agencies, or self-regulatory organizations may take actions in response to the pandemic, including significant fiscal and monetary policy changes, that may affect the instruments in which the Fund invests or the issuers of such instruments. Any such impact could adversely affect the Fund’s performance.
Geopolitical Risk
Global economic, political and financial conditions, war or other military action or political or economic sanctions, may, from time to time, and for varying periods of time, cause volatility, illiquidity, shareholder redemptions, loss of value, or other potentially adverse effects in the financial markets, including the fixed-income market. In particular, as a result of continued political tensions and armed conflicts, including the Russian invasion of Ukraine commencing in February of 2022, the extent and ultimate result of which are unknown at this time, the United States and the European Union, along with the regulatory bodies of a number of countries, have imposed economic sanctions on certain Russian corporate entities and individuals, and certain sectors of Russia’s economy, which may result in, among other things, the continued devaluation of Russian currency, a downgrade in the country’s credit rating, and/or a decline in the value and liquidity of Russian securities, property or interests. These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets, impairing the ability of a fund to buy, sell, receive or deliver those securities and/or assets. These sanctions or the threat of additional sanctions could also result in Russia taking counter measures or retaliatory actions, which may further impair the value and liquidity of Russian securities. The United States and other nations or international organizations may also impose additional economic sanctions or take other actions that may adversely affect Russia-exposed issuers and companies in various sectors of the Russian economy. Any or all of these potential results could lead Russia’s economy into a recession. Economic sanctions and other actions against Russian institutions, companies, and individuals resulting from the ongoing conflict may also have a substantial negative impact on other economies and securities markets both regionally and globally, as well as on companies with operations in the conflict region, the extent to which is unknown at this time.
RISK OF INVESTING IN EMERGING MARKET COUNTRIES
Securities issued or traded in emerging markets, including frontier markets, generally entail greater risks than securities
issued or traded in developed markets. For example, the prices of such securities may be significantly more volatile than
prices of securities in developed countries. Emerging market economies may also experience more severe down-turns (with corresponding currency devaluations) than developed economies. The economies of frontier market countries generally are smaller than those of traditional emerging market countries, and frontier capital markets and legal systems
are typically less developed. As a result, investments in frontier markets are subject to increased risks from extreme price
volatility and illiquidity, government ownership of private enterprise or other protectionism, volatile currency movements,
inadequate investor protection, and fraud and corruption.
Emerging market companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Emerging market companies may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, emerging market countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent the Fund and its Adviser from obtaining information concerning emerging market companies that is as frequent, extensive and reliable as the information available concerning companies in the United States. The Fund may have difficulties enforcing its legal or contractual rights in an emerging market country.
Emerging market countries may have relatively unstable governments and may present the risks of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies. These same risks exist and may be greater in frontier markets.
GREATER CHINA RISK
Although larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging markets. Direct investments in, or indirect exposure to, the Greater China region may be subject to the risks associated with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions resulting from
China’s relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government actions. The attitude of the Chinese government toward growth and capitalism is uncertain, and the markets of Hong Kong and China could be hurt significantly by any government interference or any material change in government policy. For
example, the Chinese government may restrict investment in companies or industries considered important to national interests, or intervene in the financial markets, such as by imposing trading restrictions, or banning or curtailing short
selling. As export-driven economies, the economies of countries in the Greater China region are affected by developments in the economies of their principal trading partners. A downturn in these economies could slow or eliminate the growth of
the economies of the Greater China region and adversely impact the Fund’s investments.
Liquidity Risk
Trading opportunities are more limited for fixed-income securities that have not received any credit ratings, have received ratings below investment-grade or are not widely held or are issued by companies located in emerging markets. Also, if dealer capacity has not kept, or does not keep, pace with market growth, or if regulatory changes or other certain
developments warrant, dealer inventories of securities (such as corporate bonds) may reach low levels and impact a dealer’s ability to “make markets” (or buy or sell a security at a quoted bid and ask price). These factors may make it more difficult to sell or buy a security at a favorable price or time.
Consequently, the Fund may have to accept a lower price to sell a security or not sell a security, sell other securities to
raise cash or give up an investment opportunity, any of which could have a negative effect on the Fund’s performance. A significant reduction in dealer inventories or “market makers,” or other factors resulting in infrequent trading of securities, can lead to decreased liquidity and may also lead to an increase in their price volatility. These affects may be exacerbated
during times of economic or political stress. Noninvestment-grade securities generally have less liquidity than investment-grade securities.
Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position
open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes restricted.
Loan instruments may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of loans may require weeks to complete. Thus, transactions in loan instruments may take longer than seven days to settle. This could pose a liquidity risk to the Fund and, if the Fund’s exposure to such investments is substantial, could impair the Fund’s ability to meet shareholder redemptions in a timely manner. Additionally, collateral on loan instruments may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets will satisfy a borrower’s obligations under the instrument.
Increased Fund redemption activity, which may occur in a rising interest rate environment or for other reasons, also may increase liquidity risk due to the need of the Fund to sell portfolio securities and may negatively impact Fund performance.
Risk of Investing in Loans
In addition to the risks generally associated with debt instruments, such as credit, market, interest rate, liquidity and
derivatives risks, bank loans are also subject to the risk that the value of the collateral securing a loan may decline, be
insufficient to meet the obligations of the borrower or be difficult to liquidate. The Fund’s access to the collateral may be limited by bankruptcy, other insolvency laws or by the type of loan the Fund has purchased. For example, if the Fund purchases a participation instead of an assignment, it would not have direct access to collateral of the borrower. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Additionally, collateral
on loan instruments may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation
of such assets will satisfy a borrower’s obligations under the instrument. Loans generally are subject to legal or contractual restrictions on resale.
Loans and other forms of indebtedness may be structured such that they are not securities under securities laws. As such, it is unclear whether loans and other forms of direct indebtedness offer securities law protections, such as those against fraud and misrepresentation. In the absence of definitive regulatory guidance, while there can be no assurance that
fraud or misrepresentation will not occur with respect to the loans and other investments in which the Fund invests, the Fund relies on the Adviser’s research in an attempt to seek to avoid situations where fraud or misrepresentation could adversely affect the Fund.
RISK OF FOREIGN INVESTING
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Foreign financial markets may also have fewer investor protections. Securities in foreign markets may also be subject to taxation policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions that could adversely affect the Fund’s investments.
Since many loan instruments involve parties (for example, lenders, borrowers and agent banks) located in multiple jurisdictions outside of the United States, there is a risk that a security interest in any related collateral may be unenforceable and obligations under the related loan agreements may not be binding.
The foreign sovereign debt securities the Fund purchases involve specific risks, including that: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when
it becomes due because of political constraints, cash flow problems and other national economic factors; (ii) governments
may default on their sovereign debt, which may require holders of such sovereign debt to participate in debt rescheduling
or additional lending to defaulting governments; and (iii) there is no bankruptcy proceedings by which defaulted sovereign
debt may be collected in whole or in part.
Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries. The laws of some foreign countries may limit the Fund’s ability to invest in securities of certain issuers organized under the laws of those foreign countries.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risks tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. The Adviser attempts to manage currency risk by limiting the amount the Fund invests in securities denominated in a particular currency. However, diversification will not protect the Fund against a general increase in the value of the U.S. dollar relative to other currencies.
Investing in currencies or securities denominated in a foreign currency entails risk of being exposed to a currency that may not fully reflect the strengths and weaknesses of the economy of the country or region utilizing the currency. Currency risk includes both the risk that currencies in which the Fund’s investments are traded, or currencies in which the Fund has taken an active investment position, will decline in value relative to the U.S. dollar and, in the case of hedging
positions, that the U.S. dollar will decline in value relative to the currency being hedged. In addition, it is possible that
a currency (such as, for example, the euro) could be abandoned in the future by countries that have already adopted its use,
and the effects of such an abandonment on the applicable country and the rest of the countries utilizing the currency are
uncertain but could negatively affect the Fund’s investments denominated in the currency. If a currency used by a country or countries is replaced by another currency, the Fund’s Adviser would evaluate whether to continue to hold any investments denominated in such currency, or whether to purchase investments denominated in the currency that replaces such currency, at the time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund’s investment objective(s) and permitted under applicable law.
Many countries rely heavily upon export-dependent businesses and any strength in the exchange rate between a currency and the U.S. dollar or other currencies can have either a positive or a negative effect upon corporate profits and
the performance of investments in the country or region utilizing the currency. Adverse economic events within such country or region may increase the volatility of exchange rates against other currencies, subjecting the Fund’s investments denominated in such country’s or region’s currency to additional risks. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on the transferability, repatriation
or convertibility of currency.
European Union and eurozone Related risk
A number of countries in the European Union (EU), including certain countries within the EU that have adopted the euro (Eurozone), have experienced, and may continue to experience, severe economic and financial difficulties. Additional
countries within the EU may also fall subject to such difficulties. These events could negatively affect the value and liquidity of the Fund’s investments in euro-denominated securities and derivatives contracts, securities of issuers located in the EU or with significant exposure to EU issuers or countries. If the euro is dissolved entirely, the legal and contractual
consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect at such time. Such investments may continue to be held, or purchased, to the extent consistent with the Fund’s investment objective(s) and permitted under applicable law. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of the Shares.
Certain countries in the EU have had to accept assistance from supra-governmental agencies such as the International Monetary Fund, the European Stability Mechanism (the “ESM”) or other supra-governmental agencies. The European Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. There can be no assurance that these agencies will continue to intervene or provide further assistance and markets
may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the financial problems by European governments, central banks and others including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences.
In addition, one or more countries may withdraw from the EU, and one or more countries within the Eurozone may abandon the euro. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and
far-reaching. On January 31, 2020, the United Kingdom (UK) left the EU, commonly referred to as “Brexit,” and there commenced a transition period during which the EU and UK negotiated and agreed on the nature of their future relationship, with such agreements becoming effective on December 31, 2020. There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. This long-term uncertainty may affect other countries in the EU and elsewhere and may cause volatility within the EU, triggering prolonged economic downturns in certain countries within the EU. In addition, Brexit may create additional and substantial economic stresses for the UK, including a contraction of the UK economy and price volatility in UK stocks, decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect UK-based financial firms, including certain sub-advisers to the Federated Hermes Funds, that have counterparties in the EU or participate in market infrastructure (trading venues, clearinghouses, settlement facilities) based in the EU. These events and the resulting market volatility may have an adverse effect on the
performance of the Fund.
Interest Rate Risk
Prices of fixed-income securities rise and fall in response to changes in interest rates. Generally, when interest rates rise,
prices of fixed-income securities fall. However, market factors, such as the demand for particular fixed-income securities,
may cause the price of certain fixed-income securities to fall while the prices of other securities rise or remain unchanged.
The longer the duration of a fixed-income security, the more susceptible it is to interest rate risk. The duration of a fixed-income security may be equal to or shorter than the stated maturity of a fixed-income security. Recent and potential
future changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest
rates. Duration measures the price sensitivity of a fixed-income security given a change in interest rates. For example, if
a fixed-income security has an effective duration of three years, a 1% increase in general interest rates would be expected
to cause the security’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the security’s value to increase about 3%.
Credit Enhancement Risk
The securities in which the Fund invests may be subject to credit enhancement (for example, guarantees, letters of credit
or bond insurance). Credit enhancement is designed to help assure timely payment of the security; it does not protect the
Fund against losses caused by declines in a security’s value due to changes in market conditions. Securities subject to credit enhancement generally would be assigned a lower credit rating if the rating were based primarily on the credit quality of the issuer without regard to the credit enhancement. If the credit quality of the credit enhancement provider (for
example, a bank or bond insurer) is downgraded, the rating on a security credit enhanced by such credit enhancement provider also may be downgraded.
A single enhancement provider may provide credit enhancement to more than one of the Fund’s investments. Having multiple securities credit enhanced by the same enhancement provider will increase the adverse effects on the Fund that are likely to result from a downgrading of, or a default by, such an enhancement provider. Adverse developments in the banking or bond insurance industries also may negatively affect the Fund, as the Fund may invest in securities credit enhanced by banks or by bond insurers without limit. Bond insurers that provide credit enhancement for large segments of the fixed-income markets, including the municipal bond market, may be more susceptible to being downgraded or defaulting during recessions or similar periods of economic stress.
Leverage Risk
Leverage risk is created when an investment, which includes, for example, an investment in a derivative contract, exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund’s risk of loss and potential for gain. Investments can have these same results if their returns are based on a multiple of a specified index, security or other benchmark.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated with investing directly
in securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments
in which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses
by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid
instruments may be erroneously priced or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts and hybrid instruments may have tax consequences to the Fund’s shareholders. For example, derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable income of the shareholders. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and the Fund, if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which
usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment strategies).
Sixth, the Fund may use a derivative contract to benefit from a decline in the value of a Reference Instrument. If the value
of the Reference Instrument declines during the term of the contract, the Fund makes a profit on the difference (less any
payments the Fund is required to pay under the terms of the contract). Any such strategy involves risk. There is no assurance that the Reference Instrument will decline in value during the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund. Seventh, a default or failure
by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin or fully implementing its investment strategies. The central clearing of a derivative and trading of a contract over a SEF could reduce the liquidity in, or increase costs of entering
into or holding, any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks described in
this Private Offering Memorandum, such as interest rate, credit, currency, liquidity and leverage risks.
RISK OF NON-DIVERSIFIED FUND
The Fund is non-diversified. Compared to diversified mutual funds, it may invest a higher percentage of its assets among fewer issuers of portfolio securities. In certain situations, being non-diversified may reduce the Fund’s credit risk by enabling it to avoid investing in certain countries, regions or sectors that exhibit above average credit risk. However,
being non-diversified may also increase the Fund’s risk by magnifying the impact (positively or negatively) that only one issuer has on the Fund’s share price and performance.
CUSTODIAL SERVICES AND RELATED INVESTMENT COSTS
Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the United States. In certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result in losses to the Fund due to a subsequent decline in value of the portfolio security. In addition, security settlement and clearance procedures in some emerging market countries may not fully protect the Fund against loss of its assets.
Share Ownership Concentration Risk
A majority of the Fund’s Shares may be held by other mutual funds advised by the Adviser and its affiliates. It also is possible that some or all of these other mutual funds will decide to purchase or redeem Shares of the Fund simultaneously
or within a short period of time of one another in order to execute their asset allocation strategies. Accordingly, there
is a risk that the Share trading activities of these shareholders could disrupt the Fund’s investment strategies which could have adverse consequences for the Fund and other shareholders (e.g., by requiring the Fund to sell investments at inopportune times or causing the Fund to maintain larger-than-expected cash positions pending acquisition of investments). Investments in the Fund by other investment companies also can create conflicts of interests for the Adviser to the Fund and the investment adviser to the acquiring fund. For example, a conflict of interest can arise due to the possibility that
the investment adviser to the acquiring fund could make a decision to redeem the acquiring fund’s investment in the Fund.
technology Risk
The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Private Offering Memorandum. For example, proprietary and third-party data and systems are utilized to support decision-making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance.
Management Organization and Capital Structure
Investment Adviser
The Board of Trustees (“Board”) governs the Fund. The Board selects and oversees the Adviser, Federated Investment Management Company. The Adviser manages the Fund’s assets including buying and selling portfolio securities. Federated Advisory Services Company (FASC), an affiliate of the Adviser, provides certain support services to the Adviser. The fee for these services is paid by the Adviser and not by the Fund. The address of the Adviser and FASC is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
The Adviser and other advisory subsidiaries of Federated Hermes combined advise approximately 102 registered investment companies spanning equity, fixed-income and money market mutual funds and also manage a variety of other pooled investment vehicles, private investment companies and customized separately managed accounts (including non-U.S./offshore funds). Federated Hermes’ assets under management totaled approximately $668.9 billion in assets as of December 31, 2021. Federated Hermes was established in 1955 as Federated Investors, Inc. and is one of the largest investment managers in the United States with nearly 2,000 employees. Federated Hermes provides investment products to more than 11,000 investment professionals and institutions.
The Adviser advises approximately 74 registered investment companies and also manages sub-advised funds. The Adviser’s assets under management totaled approximately $399.6 billion in assets as of December 31, 2021.
The Adviser has delegated daily management of some or all of the Fund assets to the Sub-Adviser, Federated Hermes (UK) LLP. The Sub-Adviser is paid by the Adviser and not by the Fund, based on the portion of securities the Sub-Adviser manages. The Sub-Adviser’s address is 150 Cheapside, London EC2V 6ET, United Kingdom.
THE SUB-ADVISER
Under the supervision of the Adviser and oversight by the Board and pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), Federated Hermes (UK) LLP will act as sub-investment adviser to the Fund. The Sub-Adviser will have day-to-day portfolio management responsibilities of the Fund.
Federated Hermes (UK) LLP, a limited liability partnership incorporated in England and Wales, is a wholly owned London based subsidiary of Federated Hermes, Inc., and is authorized and regulated by the U.K. Financial Conduct Authority to provide investment management services. The Sub-Adviser is also registered as an investment adviser with the SEC. The Sub-Adviser advises approximately 4 registered investment companies. The Sub-Adviser’s assets under management totaled approximately $9.2 billion as of December 31, 2021. The Sub-Adviser’s assets under management are currently primarily comprised of assets from non-US domiciled funds, other pooled investment vehicles and separate accounts, such as UK registered money market funds and other accounts of institutional clients from the UK, Europe and certain other non-US jurisdictions.
ADVISORY FEES
The Adviser does not receive a fee for its investment advisory services. The Fund will pay operating expenses associated with the operation and maintenance of the Fund (excluding fees and expenses that may be charged by the Adviser and its affiliates). Examples of such operating expenses include, but are not limited to, legal fees, auditor fees,
director fees, custody fees, transfer agency fees, and other services provider and third-party expenses. Although not contractually obligated to do so, the Adviser intends to voluntarily reimburse operating expenses (excluding Acquired Fund Fees and Expenses, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) such that the Fund will only bear such expenses in an amount of up to 0.15% of the Fund’s average net assets. The Adviser reserves the right to modify or eliminate that voluntary reimbursement at any time in its sole discretion.
A discussion of the Board’s review of the Fund’s investment advisory and sub-advisory contracts will be available in the Fund’s annual and semi-annual shareholder reports for the periods ended October 31 and April 30, respectively.
PORTFOLIO MANAGEMENT INFORMATION
Ihab Salib
Ihab L. Salib, Senior Portfolio Manager, has been the Fund’s portfolio manager since May of 2013.
Mr. Salib is a Senior Portfolio Manager, Head of the International Fixed Income Group and Chairman of the Currency Management Committee. He is responsible for day to day management of the Fund focusing on asset allocation, interest rate strategy and security selection. He has been with the Adviser or an affiliate since 1999; has worked in investment management since 1992; has managed investment portfolios since 2002. Education: B.A., State University of New York at Stony Brook.
Jason DeVito
Jason DeVito, CFA, has been the Fund’s portfolio manager since May of 2016.
Mr. DeVito is responsible for day to day management of the Fund focusing on asset allocation, interest rate strategy and security selection. He has been with the Adviser or an affiliate since 2002; has worked in investment management since 2002; has managed investment portfolios since 2015. Education; B.B.A., University of Notre Dame; M.B.A., Carnegie Mellon University.
Mohammed Elmi
Mohammed Elmi, CFA, has been the Fund’s portfolio manager since May of 2016.
Mr. Elmi is responsible for day to day management of the Fund focusing on asset allocation, interest rate strategy and security selection. He has been with the Adviser or an affiliate since 2013; has worked in investment management since 2000; has managed investment portfolios since 2016. Education; B.Sc., M.Sc., University of London.
The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, management of other accounts and ownership of securities in the Fund.
Shareholder Information
Shares of the Fund have not been registered and are issued in reliance on Section 4(a)(2) of the 1933 Act and Regulation D (including, without limitation, Rule 506(c)) thereunder. Investments in the Fund may only be made by investment companies, insurance company separate accounts, common or commingled trust funds or similar organizations or entities that are “accredited investors” within the meaning of Regulation D of the 1933 Act. This Private Offering Memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, any “security” within the meaning of the 1933 Act.
RULE 506(e) DISCLOSURE MATTERS
Rule 506 of Regulation D under the 1933 Act requires disclosure if certain covered persons of the Fund, including the Fund itself; the Fund’s investment adviser; the Fund’s placement agent and/or the Fund’s sub-placement agents, have been subject to certain regulatory events defined in Rule 506 (“Reportable Events”) that occurred prior to September 23, 2013. Disclosure of a Reportable Event occurring after September 23, 2013 may also be required under certain circumstances.
Regulatory Action Initiated by the SEC
In November 2005, FIMC, FSC and FSSC (each as defined below) resolved certain matters in a settlement with the SEC in which FIMC, FSC and FSSC, without admitting or denying the findings by the SEC, consented to the SEC’s issuance of a final order instituting administrative and cease-and-desist proceedings, making findings and imposing remedial sanctions and a cease-and-desist order.
It was alleged that Federated Investment Management Company (FIMC), a registered investment adviser to mutual funds in the Federated mutual fund complex (then known as the “Federated Funds”), and Federated Securities Corp. (FSC), distributor for the Federated Funds, approved three market timing arrangements without appropriate disclosure of the arrangements either to Federated Fund shareholders or to the relevant funds’ boards of trustees. Specifically, during the period March 2002 through August 2003, FIMC and FSC were alleged to have approved “timing capacity” in certain mutual funds to three entities, and never to have disclosed these arrangements to Federated Fund shareholders. Allegedly,
in return for its arrangement, one of the entities also made a separate investment of non-timed assets in a Federated Fund.
In addition, Federated Shareholder Services Company (FSSC), formerly a registered transfer agent, was alleged to have allowed a customer and a Federated employee to late trade. The terms and conditions of the settlement are detailed at http://www.sec.gov/litigation/admin/34-52839.pdf.
CALCULATION OF NET ASSET VALUE
The net asset value (NAV) of the Fund is determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV by valuing its assets, subtracting its liabilities and dividing the balance by the number of Shares outstanding. When the Fund holds securities that trade principally in foreign markets on days the NYSE is closed, the value of the Fund’s assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S. markets for fixed-income securities are open on a day the NYSE is closed.
In calculating its NAV, the Fund generally values investments as follows:
◾ Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Adviser.
◾ Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are
valued at the mean of closing bid and asked quotations.
◾ OTC derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Adviser.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if
the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable period of time as set forth in the Adviser’s valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security,
the Fund uses the fair value of the investment determined in accordance with the procedures generally described below. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at
approximately the time at which the Fund determines its NAV per share. Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Fair Valuation and Significant Events Procedures
Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board has designated the Adviser as the Fund’s valuation designee to perform the fair valuation determination for securities and other assets held by the Fund. The Adviser, acting through its “Valuation Committee,” is responsible for determining the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised of officers of the Adviser and certain of the Adviser’s affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation Committee is subject to Board oversight and certain reporting and other requirements intended to provide the Board the information it needs to oversee the Adviser’s fair value determinations.
The Valuation Committee is also authorized to use pricing services to provide price evaluations of the current fair value of certain investments for purposes of calculating the NAV. In the event that market quotations and price evaluations are
not available for an investment, the Valuation Committee determines the fair value of the investment in accordance with procedures adopted by the Adviser as the valuation designee. The Board periodically reviews the fair valuations made by the Valuation Committee. The Board has also approved the Adviser’s fair valuation and significant events procedures as part of the Fund’s compliance program and will review any changes made to the procedures. The Fund’s SAI discusses the methods used by pricing services and the Valuation Committee in valuing investments.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and from the prices used by other registered funds to calculate their NAVs. The application of the fair value procedures to an investment represents a good faith determination of such investment’s fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the
time at which the Fund determines its NAV per share, and the actual value could be materially different.
The Adviser also has adopted procedures requiring an investment to be priced at its fair value whenever the Valuation Committee determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.
Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:
◾ With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts;
◾ Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
◾ Announcements concerning matters such as acquisitions, recapitalizations or litigation developments or a natural disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Adviser has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the fair value of equity securities traded principally in foreign markets from the time of the close of their respective
foreign stock exchanges to the pricing time of the Fund. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not
available, the Valuation Committee will determine the fair value of the investment. The Board periodically reviews fair valuations made in response to significant events.
The fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term
traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage opportunities may exist when the market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the
case with Asian and European markets. However, there is no assurance that these significant event procedures will prevent
dilution of the NAV by short-term traders. See “Frequent Trading Policies” below for other procedures the Fund employs to deter such short-term trading.
Frequent Trading Policies
Frequent or short-term trading into and out of the Fund can have adverse consequences for the Fund and shareholders who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Fund’s investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or
cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of taxable gains realized by the Fund. Investors engaged in such trading may also seek to profit by anticipating changes in the
Fund’s NAV in advance of the time as of which NAV is calculated. The Fund is designed as an investment vehicle exclusively for “accredited investors,” such as other investment companies, insurance company separate accounts and similar organizations. The Fund is designed primarily for use by other funds managed by the Adviser and its affiliates as
a substitute for direct investment in the types of securities held by the Fund. Given the limitation on the types of shareholders who may invest in the Fund, the sophistication of such shareholders and the expected role the Fund will play
helping to efficiently diversify their investment portfolios, the Fund’s Board has not adopted policies and procedures to discourage frequent trading or short-term trading into and out of the Fund.
PORTFOLIO HOLDINGS INFORMATION
Information concerning the Fund’s portfolio holdings is available at FederatedInvestors.com under the “Private Funds” section of the “Products” tab, where you will be directed to a statement of agreement that you are an “accredited investor” before proceeding. Click “I agree” to agree to the terms; then you will be taken to the “Private Funds” home page where you can select the appropriate asset class or category. Select a Fund to access the “Characteristics” tab. A complete listing of the Fund’s portfolio holdings as of the end of each calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter.
Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the next business day) after month end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition information may include identification of the Fund’s top 10 holdings, recent purchase and sale transactions and a percentage breakdown of the portfolio by sector, geographic region and/or credit quality.
You may also access portfolio information as of the end of the Fund’s fiscal quarters under the “Private Funds” section of the “Products” tab by following the directions listed above. The Fund’s Annual Shareholder Report and Semi-Annual Shareholder Report contain complete listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal
quarter. This information is also available in reports filed with the SEC at the SEC’s website at sec.gov.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on “Form N-PORT.” The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly available on the SEC’s website at sec.gov within 60 days of the end of the fiscal quarter upon filing. You may also access this information via the link to the Fund and share class name at FederatedInvestors.com.
In addition, from time to time (for example, during periods of unusual market conditions), additional information regarding the Fund’s portfolio holdings and/or composition may be posted to FederatedInvestors.com. If and when such information is posted, its availability will be noted on, and the information will be accessible from, the home page of the website.
Purchase of Fund Shares
Shares of the Fund may be purchased any day the NYSE is open.
Purchases should be made in accordance with procedures established by the Fund’s Transfer Agent, DST Asset Manager Solutions, Inc.
Purchase orders for Shares of the Fund will receive the NAV next determined after the purchase order is received in proper form by State Street Bank and Trust Company.
Payment by federal funds must be received by the Fund’s custodian, State Street Bank and Trust Company, by the close of the Federal Reserve wire transfer system the next business day following receipt of the purchase order.
There is no minimum required initial or subsequent investment amount.
The Fund reserves the right to cease accepting investments in the Fund at any time or to reject any investment order.
Redemption of Fund Shares
Shares of the Fund may be redeemed any day the NYSE is open.
Redemption requests should be made in accordance with procedures established by the Transfer Agent.
Redemption requests will receive the NAV next determined after the request is received in proper form by State Street Bank and Trust Company.
Redemption proceeds normally are wired or mailed within one business day for each method of payment after receiving a timely request in proper form. Depending upon the method of payment, when shareholders receive redemption proceeds can differ. Payment may be delayed for up to seven days under certain circumstances (see “Limitations on Redemption Proceeds”).
Methods the Fund May Use to Meet Redemption Requests
The Fund intends to pay Share redemptions in cash. To ensure that the Fund has cash to meet Share redemptions on any day, the Fund typically expects to hold a cash or cash equivalent reserve or sell portfolio securities.
In unusual or stressed circumstances, the Fund may generate cash in the following ways:
◾ Inter-fund Borrowing and Lending. The SEC has granted an exemption that permits the Fund and all other funds advised by subsidiaries of Federated Hermes, Inc. (“Federated Hermes funds”) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes funds. Inter-fund borrowing and lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments arising from “failed” trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less.
◾ Committed Line of Credit. The Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance the repurchase or redemption of shares of the funds, failed trades, payment of dividends, settlement of trades and for other short-term, temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an inter-fund loan is outstanding.
◾ Redemption in Kind. Although the Fund intends to pay Share redemptions in cash, it reserves the right to pay the redemption price in whole or in part by an “in-kind” distribution of the Fund’s portfolio securities. Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such Share class during any 90-day period. Redemptions in kind are made consistent with the procedures adopted by the Fund’s Board, which generally include distributions of a pro rata share of the Fund’s portfolio assets. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, securities received may be subject to market risk and the shareholder could incur taxable gains and brokerage or other charges in converting the securities to cash.
limitations on redemption proceeds
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form. Payment may be delayed for up to seven days:
◾ to allow your purchase to clear (as discussed below);
◾ during periods of market volatility;
◾ when a shareholder’s trade activity or amount adversely impacts the Fund’s ability to manage its assets; or
◾ during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary weekend and holiday closings.
If you request a redemption of Shares recently purchased by check (including a cashier’s check or certified check), money order, bank draft or ACH, your redemption proceeds may not be made available up to seven calendar days to allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not clear, your purchase order will be canceled and you will be responsible for any losses incurred by the Fund as a result of your canceled order.
In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed beyond seven days, during any period:
◾ when the NYSE is closed, other than customary weekend and holiday closings;
◾ when trading on the NYSE is restricted, as determined by the SEC; or
◾ in which an emergency exists, as determined by the SEC, so that disposal of the Fund’s investments or determination of its NAV is not reasonably practicable.
You will not accrue interest or dividends on uncashed redemption checks from the Fund when those checks are undeliverable and returned to the Fund.
Confirmations and Account Statements
Shareholders will receive confirmation of purchases and redemptions. In addition, shareholders will receive periodic statements reporting all account activity, including dividends and capital gains paid. The Fund will not issue share certificates.
Dividends and Distributions
The Fund declares any dividends daily and pays them monthly to shareholders. If you purchase Shares by wire, you begin earning dividends on the day your wire is received. If you purchase Shares by check, you begin earning dividends on the business day after the Fund receives your check. In either case, you earn dividends through the day your redemption
request is received.
In addition, the Fund pays any capital gains at least annually, and may make such special distributions of dividends and capital gains as may be necessary to meet applicable regulatory requirements. Your dividends and capital gains distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments.
Dividends may also be reinvested without sales charges in shares of any class of any other Federated Hermes fund of which you are already a shareholder.
If you have elected to receive dividends and/or capital gain distributions in cash, and your check is returned by the postal or other delivery service as “undeliverable,” or you do not respond to mailings from Federated Hermes with regard to uncashed distribution checks, your distribution option will automatically be converted to having all dividends and capital gains reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution checks.
If you purchase Shares just before the record date for a capital gain distribution, you will pay the full price for the Shares and then receive a portion of the price back in the form of a taxable distribution, whether or not you reinvest the
distribution in Shares. Therefore, you should consider the tax implications of purchasing Shares shortly before the record
date for a capital gain. Contact your financial intermediary or the Fund for information concerning when dividends and capital gains will be paid.
Under the federal securities laws, the Fund is required to provide a notice to shareholders regarding the source of distributions made by the Fund if such distributions are from sources other than ordinary investment income. In addition,
important information regarding the Fund’s distributions, if applicable, is available at FederatedInvestors.com under the “Private Funds” section of the “Products” tab, where you will be directed to a statement of agreement that you are an “accredited investor” before proceeding. Click “I agree” to agree to the terms, then you will be taken to the “Private Funds” home page where you can select the appropriate asset class or category. Select a Fund to access the “Distributions and Taxes” tab.
Tax Consequences
Fund distributions are taxable to the shareholder whether paid in cash or reinvested in the Fund. Dividends are taxable at different rates depending on the source of dividend income. Capital gains are taxable at different rates depending upon
the length of time the Fund holds its assets.
Fund distributions are expected to be both dividends and capital gains. Redemptions are taxable sales.
Distribution Arrangements
Federated Securities Corp. is the Fund’s Placement Agent. It receives no fee for its services.
SPECIAL PROVISION FOR ABANDONED OR UNCLAIMED PROPERTY
Certain states, including the State of Texas, have laws that allow shareholders to designate a representative to receive abandoned or unclaimed property (“escheatment”) notifications by completing and submitting a designation form that generally can be found on the official state website. If a shareholder resides in an applicable state, and elects to designate
a representative to receive escheatment notifications, escheatment notices generally will be delivered as required by such state laws, including, as applicable, to both the shareholder and the designated representative. A completed designation form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder’s financial intermediary (if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder’s specific rights and responsibilities under his or her state’s escheatment law(s), which can generally be found on a state’s official website.
Appendix A: Hypothetical Investment and Expense Information
The following chart provides additional hypothetical information about the effect of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s assumed returns over a 10-year period. The chart shows the estimated expenses that would be incurred in respect of a hypothetical investment of $10,000, assuming a 5% return each year, and no redemption of Shares. The chart also assumes that the Fund’s annual expense ratio stays the same throughout the 10-year period and that all dividends and distributions are reinvested. The annual expense ratio used in the chart represents the total of the Fund’s “net expenses” plus any expense waiver/reimbursement as shown in the “Financial Highlights” table in the Fund’s latest Annual Report. The maximum amount of any sales charge that might be imposed on the purchase of Shares (and deducted from the hypothetical initial investment of $10,000; the “Front-End Sales Charge”) is reflected in the “Hypothetical Expenses” column. The hypothetical investment information does not reflect the effect of charges (if any) normally applicable to redemptions of Shares (e.g., deferred sales charges, redemption fees). Mutual fund returns, as well as fees and expenses, may fluctuate over time, and your actual investment returns and total expenses may
be higher or lower than those shown below.
EMERGING MARKETS CORE FUND
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ANNUAL EXPENSE RATIO: 0.06%
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MAXIMUM FRONT-END SALES CHARGE: NONE
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An SAI dated December 29, 2022, is incorporated by reference into this Private Offering Memorandum. Additional information about the Fund and its investments is contained in the Fund’s SAI and will be contained in Annual and Semi-Annual Reports to shareholders as they become available. The Annual Report’s Management’s Discussion of Fund Performance discusses market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The SAI contains a description of the Fund’s policies and procedures with respect to the disclosure of its portfolio securities.
The Fund’s shareholder reports will be made available on FederatedInvestors.com/FundInformation, and you will be notified and provided with a link each time a report is posted to the website. You may request to receive paper reports from the Fund or from your financial intermediary, free of charge, at any time. You may also request to receive documents
through e-delivery.
These documents, as well as additional information about the Fund (including portfolio holdings, performance and distributions) are also available at FederatedInvestors.com under the “Private Funds” section of the “Products” tab, where you will be directed to a statement of agreement that you are an “accredited investor” before proceeding. Click “I agree” to agree to the terms then you will be taken to the “Private Funds” home page where you can select the appropriate asset class or category under “Find Private Funds.” Select a Fund under “All Private Funds” to access the appropriate tab.
You can obtain information about the Fund (including the SAI) by accessing Fund information from the EDGAR Database on the SEC’s website at sec.gov. You can purchase copies of this information by contacting the SEC by email at publicinfo@sec.gov.
Emerging Markets Core Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Investment Company Act File No. 811-8519
CUSIP 31409N887
Q453009 (12/22)
© 2022 Federated Hermes, Inc.
Part B Information Required in a
Statement of Additional Information
December 29, 2022
Emerging Markets Core Fund
A Portfolio of Federated Hermes Core Trust
This Part B (“Statement of Additional Information” or SAI) is not a Prospectus. Read this SAI in conjunction with the Private Offering Memorandum for Emerging Markets Core Fund (“Fund”) dated December 29, 2022.
This SAI incorporates by reference the Fund’s Annual Report. Obtain the Private Offering Memorandum or the Annual Report without charge by calling 1-800-341-7400. This SAI has been prepared solely for the information of the recipient and may not
be reproduced, provided to others or used for any other purpose.
Emerging Markets Core Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at FederatedInvestors.com
or call 1-800-341-7400.
Federated Securities Corp., Placement Agent
Q453010 (12/22)
© 2022 Federated Hermes, Inc.
Fund History
Emerging Markets Core Fund (“Fund”) is a non-diversified portfolio of Federated Hermes Core Trust (“Trust”). Effective April 24, 2020, the Trust changed its name from Federated Core Trust to Federated Hermes Core Trust. The Trust is an open-end, management investment company that was established under the laws of the Commonwealth of Massachusetts on August 21, 1996. The Trust may offer separate series of shares of beneficial interest representing interests in separate portfolios
of securities. This SAI relates only to Shares of the Fund.
The Trust is governed by a Board of Trustees (“Board”). The Fund’s investment adviser is Federated Investment Management Company (“Adviser”). The Fund’s sub-adviser is Federated Hermes (UK) LLP (“Sub-Adviser”). Effective June 18, 2020, the Sub-Adviser changed its name from Federated Investors (UK) LLP to Federated Hermes (UK) LLP.
For purposes of this Statement of Additional Information, the Adviser and Sub-Adviser are sometimes referred to together,
as applicable, as the “Fund’s Adviser” or the “Adviser.”
What are the Fund’s Investment Strategies?
The Fund pursues its investment objectives by investing primarily in emerging markets fixed-income investments.
The Adviser actively manages the Fund’s portfolio seeking total returns over longer time periods in excess of the Fund’s benchmark, the Bloomberg Emerging Markets Seasoned ex Aggregate/Eurodollar Index (“BEMSAE’’). The BEMSAE covers emerging markets in the following regions: Americas, Europe, Asia, Middle East and Africa. Each region is broken down into
sectors for local, international, fixed and floating rate issues, as well as detailed breakdowns for selected country issues
within each region.
In selecting emerging markets fixed-income investments, the Adviser analyzes the relative credit quality of both sovereign
and corporate issuers.
The Adviser selects corporate debt securities that it believes offer greater relative value than sovereign obligations.
Because the Fund refers to emerging markets investments in its name, it will notify shareholders at least 60 days in advance
of any change in its investment policies that would enable the Fund to normally invest less than 80% of its net assets (which
includes any borrowings for investment purposes) in emerging markets.
Non-Principal Hedging Strategy
The Fund may buy or sell foreign currencies in lieu of or in addition to non-dollar denominated fixed-income securities in
order to increase or decrease its exposure to foreign interest rate and/or currency markets. The Fund is not limited in the
portion of its investments that are denominated in either foreign currency or U.S. dollars. From time to time, the Fund may hedge
a portion of its currency risk by using derivatives contracts. Currency hedges can protect against price movements in a security
that are attributable to changes in the value of the currency in which the security is denominated. Hedging may reduce gains or
cause losses to the Fund if the hedged currency moves in a different manner than the Adviser anticipated or if the cost of the hedge
outweighs its value. It is anticipated that, normally, the Fund’s portfolio will not be hedged and will therefore remain subject to currency risk.
Hedging transactions are intended to reduce specific risks. For example, to protect the Fund against circumstances that would
normally cause the Fund’s portfolio securities to decline in value, the Fund may buy or sell a derivative contract that would normally increase in value under the same circumstances. The Fund may attempt to lower the cost of hedging by entering into
transactions that provide only limited protection, including transactions that: (1) hedge only a portion of its portfolio;
(2) use derivative contracts that cover a narrow range of circumstances; or (3) involve the sale of derivative contracts with different
terms. Consequently, hedging transactions will not eliminate risk even if they work as intended. In addition, hedging strategies
are not always successful and could result in increased expenses and losses to the Fund.
Investments, Techniques, Risks and Limitations
The principal securities or other investments in which the Fund invests are described in the Fund’s Private Offering Memorandum. The Fund also may invest in securities or other investments as non-principal investments for any purpose that
is consistent with its investment objectives. The following information is either additional information in respect of a principal
security or other investment referenced in the Private Offering Memorandum or information in respect of a non-principal security
or other investment in which case there is no related disclosure in the Private Offering Memorandum.
Securities Descriptions and Techniques
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of
the principal or may be adjusted periodically. In addition, the issuer of a fixed-income security must repay the principal amount
of the security, normally within a specified time. Fixed-income securities provide more regular income than equity securities.
However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase or decrease depending upon whether it costs less (a “discount”) or more (a “premium”) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based
upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the types of fixed-income securities in which the Fund invests. This information is either additional
information in respect of a principal security referenced in the Private Offering Memorandum or information in respect of
a non-principal security (in which case there is no related disclosure in the Private Offering Memorandum).
Mortgage-Backed Securities (A Fixed-Income Security)
An MBS is a type of pass-through security, which is a pooled debt obligation repackaged as interests that pass principal and
interest through an intermediary to investors. In the case of MBS, the ownership interests are issued by a trust and represent
participation interests in pools of adjustable and fixed-rate mortgage loans. MBS are most commonly issued or guaranteed by
the U.S. government (or one of its agencies or instrumentalities) (“agency MBS”). Unlike conventional debt obligations, MBS provide monthly payments derived from the monthly interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans. Most MBS make these payments monthly; however, certain MBS are backed by mortgage loans which do not generate monthly payments but rather generate payments less frequently.
The MBS acquired by the Fund could be secured by fixed-rate mortgages, adjustable-rate mortgages or hybrid adjustable-rate
mortgages. Adjustable-rate mortgages are mortgages whose interest rates are periodically reset when market rates change. A
hybrid adjustable-rate mortgage (“hybrid ARM”) is a type of mortgage in which the interest rate is fixed for a specified period and then resets periodically, or floats, for the remaining mortgage term. Hybrid ARMs are usually referred to by their fixed
and floating periods. For example, a “5/1 ARM” refers to a mortgage with a five-year fixed interest rate period, followed by 25 annual interest rate adjustment periods.
Investments in MBS expose the Fund to interest rate, prepayment and credit risks.
Collateralized Mortgage Obligations (A Type of Mortgage-Backed Security)
CMOs, including interests in real estate mortgage investment conduits (REMICs), allocate payments and prepayments from an
underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different
prepayment and interest rate risks for each CMO class.
More sophisticated CMOs include planned amortization classes (PACs) and targeted amortization classes (TACs). PACs and TACs are issued with companion classes. PACs and TACs receive principal payments and prepayments at a specified rate. The
companion classes receive principal payments and prepayments in excess of the specified rate. In addition, PACs will receive
the companion classes’ share of principal payments, if necessary, to cover a shortfall in the prepayment rate. This helps PACs and TACs to control prepayment risks by increasing the risks to their companion classes.
CMOs may allocate interest payments to one class (“Interest Only” or IOs) and principal payments to another class (“Principal Only” or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate less interest payments. However, IOs tend to increase in value when interest
rates rise (and prepayments decrease), making IOs a useful hedge against interest rate risks.
Another variant allocates interest payments between two classes of CMOs. One class (“Floaters”) receives a share of interest payments based upon a market index such as the London Interbank Offered Rate (LIBOR). The other class (“Inverse Floaters”) receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse
Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and interest rate risks
from the Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility
of the Inverse Floater class.
CMOs must allocate all payments received from the underlying mortgages to some class. To capture any unallocated payments, CMOs generally have an accrual (Z) class. Z classes do not receive any payments from the underlying mortgages until
all other CMO classes have been paid off. Once this happens, holders of Z class CMOs receive all payments and prepayments.
Similarly, REMICs have residual interests that receive any mortgage payments not allocated to another REMIC class.
The degree of increased or decreased prepayment risks depends upon the structure of the CMOs. Z classes, IOs, POs and Inverse Floaters are among the most volatile investment-grade, fixed-income securities currently traded in the United States.
However, the actual returns on any type of mortgage-backed security depend upon the performance of the underlying pool of
mortgages, which no one can predict with certainty and will vary among pools.
Asset-Backed Securities (A Fixed-Income Security)
Asset-backed securities are payable from pools of obligations other than mortgages. Most asset-backed securities involve consumer or commercial debts with maturities of less than 10 years. However, almost any type of fixed-income assets (including
other fixed-income securities) may be used to create an asset-backed security. Asset-backed securities may take the form of
commercial paper, notes, or pass through certificates. Asset-backed securities have prepayment risks. Like CMOs, asset-backed
securities may be structured like Floaters, Inverse Floaters, IOs and POs.
Historically, borrowers are more likely to refinance their mortgage than any other type of consumer or commercial debt. In
addition, some asset-backed securities use prepayment to buy additional assets, rather than paying off the securities. Therefore,
while asset-backed securities may have some prepayment risks, they generally do not present the same degree of risk as mortgage-backed securities.
Government Securities (A Type of Fixed-Income Security)
Government securities are issued or guaranteed by a federal agency or instrumentality acting under federal authority. Some
government securities are supported by the full faith and credit of the United States and are guaranteed only as to the timely
payment of interest and principal. These include the Government National Mortgage Association (“Ginnie Mae”), Small Business Administration, Federal Financing Bank, Department of Housing and Urban Development, Export-Import Bank and Overseas Private Investment Corporation and the Federal Deposit Insurance Corporation.
Other government securities receive support through federal subsidies, loans or other benefits but are not backed by the full
faith and credit of the United States. For example, the U.S. Treasury is authorized to purchase specified amounts of securities
issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”) and Tennessee Valley Authority in support of such obligations.
Some government agency securities have no explicit financial support, but are regarded as having implied support because the
federal government sponsors their activities and are supported only by the credit of the applicable agency, instrumentality
or corporation. The U.S. government has provided financial support to Freddie Mac and Fannie Mae, but there is no assurance that
it will support these or other agencies in the future. These include Farm Credit System and Financing Corporation securities.
Investors generally regard government securities as having low credit risks, but not as low as Treasury securities.
The Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality as government securities. Although such a guarantee helps protect against credit risk, it does not eliminate it entirely or reduce other risks.
Additional Information Related to Freddie Mac and Fannie Mae. The extreme and unprecedented volatility and disruption that impacted the capital and credit markets beginning in 2008 led to market concerns regarding the ability of Freddie Mac
and Fannie Mae to withstand future credit losses associated with securities held in their investment portfolios, and on which
they provide guarantees, without the direct support of the federal government. On September 7, 2008, Freddie Mac and Fannie Mae
were placed under the conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the
FHFA assumed control of, and generally has the power to direct, the operations of Freddie Mac and Fannie Mae, and is empowered to exercise all powers collectively held by their respective shareholders, directors and officers, including the
power to: (1) take over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors
and the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae; (2) collect all obligations
and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which are consistent
with the conservator’s appointment; (4) preserve and conserve the assets and property of Freddie Mac and Fannie Mae; and (5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.
In connection with the actions taken by the FHFA, the Treasury has entered into certain preferred stock purchase agreements
(SPAs) with each of Freddie Mac and Fannie Mae which establish the Treasury as the holder of a new class of senior preferred
stock in each of Freddie Mac and Fannie Mae. The senior preferred stock was issued in connection with financial contributions
from the Treasury to Freddie Mac and Fannie Mae. Although the SPAs are subject to amendment from time to time, currently the
Treasury is obligated to provide such financial contributions up to an aggregate maximum amount determined by a formula set
forth in the SPAs, and until such aggregate maximum amount is reached, there is not a specific end date to the Treasury’s obligations.
The future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and restrictions placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the restrictions placed on Freddie
Mac’s and Fannie Mae’s operations and activities under the SPAs, market responses to developments in Freddie Mac and Fannie Mae, downgrades or upgrades in the credit ratings assigned to Freddie Mac and Fannie Mae by nationally recognized statistical
rating organizations (NRSROs) or ratings services, and future legislative and regulatory action that alters the operations,
ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and cash flows
on, any securities guaranteed by Freddie Mac and Fannie Mae.
In addition, the future of Freddie Mac and Fannie Mae, and other U.S. government-sponsored enterprises that are not backed
by the full faith and credit of the U.S. government (GSEs), remains in question as the U.S. government continues to consider
options ranging from structural reform, nationalization, privatization, or consolidation, to outright elimination. The issues
that have led to significant U.S. government support for Freddie Mac and Fannie Mae have sparked serious debate regarding the continued role of the U.S. government in providing mortgage loan liquidity.
Corporate Debt Securities (A Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes, bonds, debentures and commercial paper
are the most prevalent types of corporate debt securities. The Fund may also purchase interests in bank loans to companies. The
credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (“senior”) debt securities have a higher priority than lower ranking (“subordinated”) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in
the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to
defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit
the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Commercial Paper (A Type of Corporate Debt Security)
Commercial paper is an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank
loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may
default. The short maturity of commercial paper generally reduces both the market and credit risks as compared to other debt securities
of the same issuer.
Convertible Securities (A Fixed-Income Security)
Convertible securities are fixed-income securities that the Fund has the option to exchange for equity securities at a specified
conversion price. The option allows the Fund to realize additional returns if the market price of the equity securities exceeds
the conversion price. For example, the Fund may hold fixed-income securities that are convertible into shares of common stock
at a conversion price of $10 per share. If the market value of the shares of common stock reached $12, the Fund could realize an
additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying equity securities. Thus, convertible securities
may provide lower returns than non-convertible fixed-income securities or equity securities depending upon changes in the
price of the underlying equity securities. However, convertible securities permit the Fund to realize some of the potential appreciation
of the underlying equity securities with less risk of losing its initial investment.
The Fund treats convertible securities as both fixed-income and equity securities for purposes of its investment policies
and limitations because of their unique characteristics.
Loan Instruments (A Fixed-Income Security)
The Fund may invest in loans and loan-related instruments, which are generally interests in amounts owed by a corporate, governmental or other borrower to lenders or groups of lenders known as lending syndicates (loans and loan participations).
Such instruments include, but are not limited to, interests in trade finance loan transactions, pre-export/import finance transactions,
factoring, syndicated loan transactions and forfeiting transactions.
Trade finance refers generally to loans made to producers, sellers, importers and/or exporters in relation to commodities,
goods or services. Such loans typically have short-to-medium term maturities and will generally be self-liquidating (i.e., as the
goods or commodities are sold, proceeds from payments for such goods or commodities are used to pay the principal on the loan prior
to being distributed to the borrower). Types of trade finance related loans include, but are not limited to structured finance
transactions, pre-export/import finance transactions, project financing and forfeiting transactions.
Investments in certain loans have additional risks that result from the use of agents and other interposed financial institutions.
Such loans are structured and administered by a financial institution (e.g., a commercial bank) that acts as the agent of
the lending syndicate. The agent bank, which may or may not also be a lender, typically administers and enforces the loan on behalf
of the lenders in the lending syndicate. In addition, an institution, typically but not always the agent bank, holds the collateral,
if any, on behalf of the lenders. A financial institution’s employment as an agent bank might be terminated for a number of reasons, for example, in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank
would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement likely
would remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of a the
Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving
other interposed financial institutions (e.g., an insurance company government agency) similar risks may arise.
Loan instruments may be secured or unsecured. If secured, then the lenders have been granted rights to specific property,
which is commonly referred to as collateral. The purpose of securing loans is to allow the lenders to exercise rights over
the collateral if a loan is not repaid as required by the terms of the loan agreement. Collateral may include security interests
in receivables, goods, commodities or real property. With regard to trade finance loan transactions, the collateral itself may
be the source of proceeds to repay the loan (i.e., the borrower’s ability to repay the loan will be dependent on the borrower’s ability to sell, and the purchaser’s ability to buy, the goods or commodities that are collateral for the loan). Interests in loan instruments may also be tranched or tiered with respect to collateral rights. Unsecured loans expose the lenders to increased credit risk.
The loan instruments in which the Fund may invest may involve borrowers, agent banks, co-lenders and collateral located both
in the United States and outside of the United States (in both developed and emerging markets).
The Fund treats loan instruments as a type of fixed-income security. Investments in loan instruments may expose the Fund to
interest rate risk, risks of investing in foreign securities, credit risk, liquidity risk, risks of noninvestment-grade securities,
risks of emerging markets, and leverage risk. (For purposes of the descriptions in this SAI of these various risks, references to “issuer,” include borrowers under loan instruments.) Many loan instruments incorporate risk mitigation, credit enhancement (e.g., standby
letters of credit) and insurance products into their structures, in order to manage these risks. There is no guarantee that
these risk management techniques will work as intended.
Loans and loan-related instruments are generally considered to be illiquid due to the length of time required to transfer
an interest in a loan or a related instrument. Additionally, in the case of some loans, such as those related to trade finance,
there is a limited secondary market. The liquidity of a particular loan will be determined by the Adviser under guidelines adopted by
the Fund’s Board.
Loan Assignments (A Type of Loan Instrument)
The Fund may purchase a loan assignment from the agent bank or other member of the lending syndicate. Investments in loans
through an assignment may involve additional risks to the Funds. For example, if a loan is foreclosed, a Fund could become
part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral.
In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender.
It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation.
In the absence of definitive regulatory guidance, the Funds rely on the Adviser’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Funds.
Loan Participations (A Type of Loan Instrument)
The Fund may purchase a funded participation interest in a loan, by which the Fund has the right to receive payments of principal, interest and fees from an intermediary (typically a bank, financial institution, or lending syndicate) that has
a direct contractual relationship with a borrower. In loan participations, the Fund does not have a direct contractual relationship
with the borrower.
The Fund may also purchase a type of a participation interest, known as risk participation interest. In this case, the Fund
will receive a fee in exchange for the promise to make a payment to a lender if a borrower fails to make a payment of principal,
interest, or fees, as required by the loan agreement.
When purchasing loan participations, the Fund will be exposed to credit risk of the borrower and, in some cases, the intermediary offering the participation. A participation agreement also may limit the rights of the Fund to vote on changes
that may be made to the underlying loan agreement, such as waiving a breach of a covenant. The participation interests in which
a Fund intends to invest may not be rated by any nationally recognized rating service or, if rated, may be below investment
grade and expose the Fund to the risks of noninvestment-grade securities.
EQUITY SECURITIES
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any
dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer’s business.
The following further describes the types of equity securities in which the Fund may invest. This information is either additional information in respect of a principal security referenced in the Private Offering Memorandum or information in
respect of a non-principal security (in which case there is no related disclosure in the Private Offering Memorandum).
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuer’s earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common
stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also
permit the issuer to redeem the stock. The Fund may also treat such redeemable preferred stock as a fixed-income security.
DERIVATIVE CONTRACTS
Derivative contracts are financial instruments that derive their value from underlying securities, commodities, currencies, indices or other assets or instruments including other derivative contracts (each a “Reference Instrument” and collectively, “Reference Instruments”). The most common types of derivative contracts are swaps, futures and options, and the major asset classes include interest rates, equities, commodities and foreign exchange. Each party to a derivative contract may sometimes be referred to as a “counterparty.” Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives. Other derivative contracts require payments relating to the income or returns from, or changes in the market value of, a Reference Instrument.
These types of derivatives are known as “cash settled” derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on exchanges. In these circumstances, the relevant exchange sets all the terms of the contract except for the price. Parties to an exchange-traded derivative contract make payments through the exchange. Most exchanges require traders to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make or collect daily payments to the margin accounts to reflect losses or gains, respectively, in the value of their contracts. This protects traders against a potential default by their counterparty. Trading contracts on an exchange also allows traders to hedge or mitigate certain risks, or carry out more complex trading strategies by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract
to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes
a gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time.
Such limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open
(even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell
portfolio securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from
disposing of or trading any assets it has been using to secure its obligations under the contract.
The Fund may also trade derivative contracts over-the-counter (“OTC”), meaning off-exchange, in transactions negotiated directly between the Fund and an eligible counterparty, which may be a financial institution. OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to close out than exchange-traded derivative contracts. In addition, OTC contracts with more specialized terms may be more difficult to value than exchange traded contracts, especially
in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the enactment of federal legislation known
as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Regulations enacted by the Commodity Futures Trading Commission (the “CFTC”) under the Dodd-Frank Act require the Fund to clear certain types of swap contracts (including certain interest rate and credit default swaps) through a central clearinghouse known as a derivatives clearing organization (“DCO”).
To clear a swap through a DCO, the Fund will submit the contract to, and post margin with, a futures commission merchant (FCM) that is a clearinghouse member. The Fund may enter into the swap with a counterparty other than the FCM and arrange for the contract to be transferred to the FCM for clearing, or enter into the contract with the FCM itself. If the Fund must
centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange (either a designated contract market (“DCM”) or swap execution facility (“SEF”)). Central clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing requirement for additional derivative instruments over time.
DCOs, DCMs, SEFs and FCMs are all subject to regulatory oversight by the CFTC. In addition, certain derivative market participants that act as market makers, and engage in a significant amount of “dealing” activity are as also required to register as swap dealers with the CFTC. Among other things, swap dealers are subject to minimum capital requirements and business conduct standards, and must also post and collect initial and variation margin on uncleared swaps with certain of their counterparties. Because of this, if the Fund enters into uncleared swaps with any swap dealers, it may be subject to initial and variation margin requirements that could impact the Fund’s ability to enter into swaps in the OTC market, including making transacting in uncleared swaps significantly more expensive.
At this point in time, most of the Dodd-Frank Act has been fully implemented, though a small number of remaining rulemakings are unfinished or are subject to phase-in periods. Any future regulatory or legislative activity would not necessarily
have a direct, immediate effect upon the Fund, though it is within the realm of possibility that, upon implementation of these
measures or any future measures, they could potentially limit or completely restrict the ability of the Fund to use these
instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective.
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract
and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference Instrument, and may also expose the Fund to liquidity and leverage risk. OTC contracts also expose the Fund to credit risk in the event that a counterparty defaults on the contract, although this risk may be mitigated by submitting the contract for clearing
through a DCO, or certain other factors, such as collecting margin from the counterparty.
The Fund may invest in a derivative contract if it is permitted to own, invest in or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in order to buy or sell a derivative contract
relating to that Reference Instrument. The Fund may trade in the following specific types and/or combinations of derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference
Instrument at a specified price, date and time. Entering into a contract to buy a Reference Instrument is commonly referred
to as buying a contract or holding a long position in the asset. Entering into a contract to sell a Reference Instrument is commonly
referred to as selling a contract or holding a short position in the Reference Instrument. Futures contracts are considered
to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation as a commodity pool operator under the Act with respect to the Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The Fund can buy or sell financial futures (such as interest rate futures, index futures and security futures),
as well as, currency futures and currency forward contracts.
INTEREST RATE FUTURES
An interest-rate futures contract is an exchange-traded contract for which the Reference Instrument is an interest-bearing
fixed-income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury futures contract is a U.S. Treasury
security. The Reference Instrument for a Eurodollar futures contract is the London Interbank Offered Rate (commonly referred
to as LIBOR); Eurodollar futures contracts enable the purchaser to obtain a fixed rate for the lending of funds over a stated
period of time and the seller to obtain a fixed rate for a borrowing of funds over that same period.
INDEX FUTURES
An index futures contract is an exchange-traded contract to make or receive a payment based upon changes in the value of an
index. An index is a statistical composite that measures changes in the value of designated Reference Instruments within the index.
SECURITY FUTURES
A security futures contract is an exchange-traded contract to purchase or sell in the future a specific quantity of a security
(other than a Treasury security) or a narrow-based securities index at a certain price. Presently, the only available security
futures contracts use shares of a single equity security as the Reference Instrument. However, it is possible that in the future security
futures contracts will be developed that use a single fixed-income security as the Reference Instrument.
CURRENCY FUTURES AND CURRENCY FORWARD CONTRACTS (TYPES OF FUTURES CONTRACTS)
A currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specific price at some
time in the future (commonly three months or more). A currency forward contract is not an exchange-traded contract and represents
an obligation to purchase or sell a specific currency at a future date, at a price set at the time of the contract and for a
period agreed upon by the parties which may be either a window of time or a fixed number of days from the date of the contract. Currency
futures and forward contracts are highly volatile, with a relatively small price movement potentially resulting in substantial
gains or losses to the Fund. Additionally, the Fund may lose money on currency futures and forward contracts if changes in currency
rates do not occur as anticipated or if the Fund’s counterparty to the contract were to default.
Option Contracts (A Type of Derivative)
Option contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the exercise price) during, or at the end of, a specified period. The seller (or writer) of the option receives a payment, or premium,
from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. Options may be bought or sold
on a wide variety of Reference Instruments. Options that are written on futures contracts will be subject to margin requirements
similar to those applied to futures contracts.
The Fund may buy and/or sell the following types of options:
Call Options
A call option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. The
Fund may use call options in the following ways:
◾ Buy call options on a Reference Instrument in anticipation of an increase in the value of the Reference Instrument; and
◾ Write call options on a Reference Instrument to generate income from premiums, and in anticipation of a decrease or only limited increase in the value of the Reference Instrument. If the Fund writes a call option on a Reference Instrument that
it owns and that call option is exercised, the Fund foregoes any possible profit from an increase in the market price of the
Reference Instrument over the exercise price plus the premium received.
Put Options
A put option gives the holder the right to sell the Reference Instrument to the writer of the option. The Fund may use put
options in the following ways:
◾ Buy put options on a Reference Instrument in anticipation of a decrease in the value of the Reference Instrument; and
◾ Write put options on a Reference Instrument to generate income from premiums, and in anticipation of an increase or only limited decrease in the value of the Reference Instrument. In writing puts, there is a risk that the Fund may be required
to take delivery of the Reference Instrument when its current market price is lower than the exercise price.
The Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to benefit from changes in the prices of
those options contracts (without regard to changes in the value of the Reference Instrument).
Swap Contracts (A Type of Derivative)
A swap contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments. Most swaps do not involve the delivery of the underlying assets by either
party, and the parties might not own the Reference Instruments. The payments are usually made on a net basis so that, on any given
day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the
amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a variety of names.
Regulations enacted by the Commodity Futures Trading Commission (the CFTC) under the Dodd-Frank Wall Street Reform and Consumer Protection Act require the Fund to clear certain interest rate and credit default index swaps through a clearing
house or central counterparty (a CCP). To clear a swap with the CCP, the Fund will submit the swap to, and post collateral
with a futures commission merchant (FCM) that is a clearing house member. The Fund may enter into the swap with a financial institution other than the FCM (the “Executing Dealer”) and arrange for the swap to be transferred to the FCM for clearing.
It may also enter into the swap with the FCM itself. The CCP, the FCM and the Executing Dealer are all subject to regulatory
oversight by the CFTC. A default or failure by a CCP or an FCM, or the failure of a swap to be transferred from an Executing
Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from entering or exiting
swap positions, accessing collateral, or fully implementing its investment strategies. The regulatory requirement to clear
certain swaps could, either temporarily or permanently, reduce the liquidity of cleared swaps or increase the costs of entering into
those swaps.
Common swap agreements that the Fund may use include:
INTEREST RATE SWAPS
Interest rate swaps are contracts in which one party agrees to make regular payments equal to a fixed or floating interest
rate times a stated principal amount (commonly referred to as a “notional principal amount”) in return for payments equal to a different fixed or floating rate times the same principal amount, for a specific period. For example, a $10 million London
Interbank Offered Rate (commonly referred to as LIBOR) swap would require one party to pay the equivalent of the London Interbank Offered Rate of interest (which fluctuates) on $10 million principal amount in exchange for the right to receive
the equivalent of a stated fixed rate of interest on $10 million principal amount.
CAPS AND FLOORS (A TYPE OF SWAP CONTRACT)
Caps and Floors are contracts in which one party agrees to make payments only if an interest rate or index goes above (Cap)
or below (Floor) a certain level in return for a fee from the other party.
TOTAL RETURN SWAPS
A total return swap is an agreement between two parties whereby one party agrees to make payments of the total return from
a Reference Instrument (or a basket of such instruments) during the specified period, in return for payments equal to a fixed
or floating rate of interest or the total return from another Reference Instrument. Alternately, a total return swap can be structured
so that one party will make payments to the other party if the value of a Reference Instrument increases, but receive payments
from the other party if the value of that instrument decreases.
CREDIT DEFAULT SWAPS
A credit default swap (CDS) is an agreement between two parties whereby one party (the “Protection Buyer”) agrees to make payments over the term of the CDS to the other party (the “Protection Seller”), provided that no designated event of default, restructuring or other credit related event (each a “Credit Event”) occurs with respect to a Reference Instrument, that is usually a particular bond, loan or the unsecured credit of an issuer, in general (the “Reference Obligation”). Many CDS are physically settled, which means that if a Credit Event occurs, the Protection Seller must pay the Protection Buyer the full notional
value, or “par value,” of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another similar obligation issued by the issuer of the Reference Obligation (the “Deliverable Obligation”). The Counterparties agree to the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a CDS can be “cash settled,” which means that upon the occurrence of a Credit Event, the Protection Buyer will receive a payment from the Protection Seller equal to the difference between the par amount of the Reference Obligation and its market value at the time
of the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller in a CDS. If the Fund is a Protection
Buyer and no Credit Event occurs, the Fund will lose its entire investment in the CDS (i.e., an amount equal to the payments
made to the Protection Seller over the term of the CDS). However, if a Credit Event occurs, the Fund (as Protection Buyer)
will deliver the Deliverable Obligation and receive a payment equal to the full notional value of the Reference Obligation, even
though the Reference Obligation may have little or no value. If the Fund is the Protection Seller and no Credit Event occurs,
the Fund will receive a fixed rate of income throughout the term of the CDS. However, if a Credit Event occurs, the Fund (as Protection Seller) will pay the Protection Buyer the full notional value of the Reference Obligation and receive the Deliverable
Obligation from the Protection Buyer. A CDS may involve greater risks than if the Fund invested directly in the Reference
Obligation. For example, a CDS may increase credit risk since the Fund has exposure to both the issuer of the Reference Obligation and the Counterparty to the CDS.
CURRENCY SWAPS
Currency swaps are contracts which provide for interest payments in different currencies. The parties might agree to exchange
the notional principal amounts of the currencies as well (commonly called a “foreign exchange swap”).
VOLATILITY SWAPS
A volatility swap is an agreement between two parties to make payments based on changes in the volatility of a Reference Instrument over a stated period of time. Specifically, one party will be required to make a payment to the other party if the volatility of a Reference Instrument increases over an agreed upon period of time, but will be entitled to receive a payment
from the other party if the volatility decreases over that time period. A volatility swap that requires a single payment on a stated
future date will be treated as a forward contract. Payments on a volatility swap will be greater if they are based upon the mathematical
square of volatility (i.e., the measured volatility multiplied by itself, which is referred to as “variance”). This type of a volatility swap is frequently referred to as a variance swap.
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Repurchase Agreements
Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security
back at a mutually agreed-upon time and price. The repurchase price exceeds the sale price, reflecting the Fund’s return on the transaction. This return is unrelated to the interest rate on the underlying security. The Fund will enter into repurchase
agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by
the Adviser.
The Fund’s custodian or subcustodian will take possession of the securities subject to repurchase agreements. The Adviser or subcustodian will monitor the value of the underlying security each day to ensure that the value of the security always equals
or exceeds the repurchase price.
Repurchase agreements are subject to credit risks.
Reverse Repurchase Agreements
Reverse repurchase agreements (which are considered a type of special transaction for asset segregation or asset coverage
purposes) are repurchase agreements in which the Fund is the seller (rather than the buyer) of the securities, and agrees
to repurchase them at an agreed-upon time and price. A reverse repurchase agreement may be viewed as a type of borrowing by the
Fund. Reverse repurchase agreements are subject to credit risks. In addition, reverse repurchase agreements create leverage
risks because the Fund must repurchase the underlying security at a higher price, regardless of the market value of the security
at the time of repurchase.
Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are arrangements in which the Fund buys securities for
a set price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. The Fund records the transaction
when it agrees to buy the securities and reflects their value in determining the price of its Shares. Settlement dates may be a month or more after entering into these transactions so that the market values of the securities bought may vary from the
purchase prices. Therefore, delayed delivery transactions create interest rate risks for the Fund. Delayed delivery transactions
also involve credit risks in the event of a counterparty default.
Securities Lending
The Fund may lend portfolio securities to borrowers that the Adviser deems creditworthy. In return, the Fund receives cash
from the borrower as collateral. The borrower must furnish additional collateral if the market value of the loaned securities
increases. Also, the borrower must pay the Fund the equivalent of any dividends or interest received on the loaned securities.
The Fund will reinvest cash collateral in securities that are highly liquid short-term obligations that qualify as an acceptable
investment for the Fund. However, the Fund must pay interest to the borrower for the use of cash collateral. An acceptable
investment into which the Fund may reinvest cash collateral includes, among other acceptable investments, securities of affiliated
money market funds (including affiliated institutional prime money market funds with a “floating” net asset value that can impose redemption fees and liquidity gates, impose certain operational impediments to investing cash collateral, and, if net
asset value decreases, result in the Fund having to cover the decrease in the value of the cash collateral).
Loans are subject to termination at the option of the Fund or the borrower. The Fund will not have the right to vote on securities while they are on loan. However, the Fund will attempt to terminate a loan in an effort to reacquire the securities
in time to vote on matters that are deemed to be material by the Adviser. There can be no assurance that the Fund will have sufficient notice of such matters to be able to terminate the loan in time to vote thereon. The Fund may pay administrative
and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash collateral to
a securities lending agent or broker.
Securities lending activities are subject to interest rate risks and credit risks.
Hybrid Instruments
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative contract). Frequently, the value of a hybrid instrument is determined by reference to changes in the value of a Reference
Instrument (that is a designated security, commodity, currency, index, or other asset or instrument including a derivative
contract). Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form
of a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).
In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes
in the price of a Reference Instrument. Second, a hybrid instrument may also combine elements of a fixed-income security and an equity security. Third, hybrid instruments may include convertible securities with conversion terms related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in
the Reference Instrument with the risks of investing in other securities, currencies and derivative contracts. Thus, an investment
in a hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Reference
Instrument. Hybrid instruments are also potentially more volatile than traditional securities or the Reference Instrument.
Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity
risks.
CREDIT LINKED NOTE (A Type of Hybrid Instrument)
A credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the “Note Issuer”) with respect to which the Reference Instrument is a single bond, a portfolio of bonds, or the unsecured credit of an issuer, in general (each a “Reference Credit”). The purchaser of the CLN (the “Note Purchaser”) invests a par amount and receives a payment during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated
funded asset (such as a bank certificate of deposit) plus an additional premium that relates to taking on the credit risk of the
Reference Credit. Upon maturity of the CLN, the Note Purchaser will receive a payment equal to: (i) the original par amount paid to
the Note Issuer, if there is no occurrence of a designated event of default, restructuring or other credit event (each, a “Credit Event”) with respect to the issuer of the Reference Credit; or (ii) the market value of the Reference Credit, if a Credit Event has
occurred. Depending upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery
of the Reference Credit in the event of a Credit Event. Most credit linked notes use a corporate bond (or a portfolio of corporate
bonds) as the Reference Credit. However, almost any type of fixed-income security (including foreign government securities), index,
or derivative contract (such as a credit default swap) can be used as the Reference Credit.
EQUITY LINKED NOTE (A Type of Hybrid Instrument)
An equity linked note (ELN) is a type of hybrid instrument that provides the noteholder with exposure to a single equity security, a basket of equity securities, or an equity index (the “Reference Equity Instrument”). Typically, an ELN pays interest at agreed rates over a specified time period and, at maturity, either converts into shares of a Reference Equity Instrument or
returns a payment to the noteholder based on the change in value of a Reference Equity Instrument.
Derivatives Regulation and Asset Coverage
The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial change in recent years and such change may continue. In addition, effective August 19, 2022, Rule 18f-4 (the “Derivatives Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), replaced the asset segregation framework previously used by funds to comply with limitations on leverage imposed by the 1940 Act. The Derivatives Rule generally mandates that a fund either limit derivatives exposure to 10% or less of its net assets, or in the alternative implement: (i) limits on leverage calculated based value-at-risk (“VAR”); and (ii) a written derivatives risk management program (“DRMP”) administered by a derivatives risk manager appointed by the Board, including a majority of the independent Board members, that is periodically reviewed by the Board.
In accordance with the requirements of Section 18 of the 1940 Act, any borrowings by the Fund will be made only to the extent the value of its assets, less its liabilities other than borrowings, is equal to at least 300% of all of its borrowings (the “300% Asset Coverage Ratio”). The Derivatives Rule permits the Fund to enter into reverse repurchase agreements and similar financing transactions, notwithstanding limitations on the issuance of senior securities under Section 18 of the 1940 Act, provided that the Fund either (i) treats these transactions as derivatives transactions under the Derivatives Rule, or (ii) ensures that the 300% Asset Coverage Ratio with respect to such transactions and any other borrowings in the aggregate. While reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation
of whether a fund satisfies the Limited Derivatives Users exception, for funds subject to the VAR testing requirement, reverse repurchase agreements and similar financing transactions must be included for purposes of such testing whether treated as derivatives transactions or not. See “Borrowing Money and Issuing Senior Securities” and “Additional Information” below.
Investing in Exchange-Traded Funds
The Fund may invest in exchange-traded funds (ETFs) as an efficient means of carrying out its investment strategies. As with
traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs are traded on
stock exchanges or on the over-the-counter market. ETFs do not charge initial sales charges or redemption fees and investors pay
only customary brokerage fees to buy and sell ETF shares.
INTER-FUND BORROWING AND THIRD-PARTY LENDING ARRANGEMENTS
Inter-Fund Borrowing
The Securities and Exchange Commission (SEC) has granted an exemption that permits the Fund and all other funds (“Federated Hermes funds”) advised by subsidiaries of Federated Hermes, Inc. (“Federated Hermes,” formerly, Federated Investors, Inc.) to lend and borrow money for certain temporary purposes directly to and from other Federated Hermes
funds. Participation in this inter-fund lending program is voluntary for both borrowing and lending Federated Hermes funds,
and an inter-fund loan is only made if it benefits each participating Federated Hermes fund. Federated Hermes administers the
program according to procedures approved by the Fund’s Board, and the Board monitors the operation of the program. Any inter-fund loan must comply with certain conditions set out in the exemption, which are designed to assure fairness and protect
all participating Federated Hermes funds.
For example, inter-fund lending is permitted only: (a) to meet shareholder redemption requests; (b) to meet commitments arising from “failed” trades; and (c) for other temporary purposes. All inter-fund loans must be repaid in seven days or less. The Fund’s participation in this program must be consistent with its investment policies and limitations, and must meet certain percentage tests. Inter-fund loans may be made only when the rate of interest to be charged is more attractive to the lending
Federated Hermes fund than market-competitive rates on overnight repurchase agreements (“Repo Rate”) and more attractive to the borrowing Federated Hermes fund than the rate of interest that would be charged by an unaffiliated bank for short-term
borrowings (“Bank Loan Rate”), as determined by the Board. The interest rate imposed on inter-fund loans is the average of the Repo Rate and the Bank Loan Rate.
Third-Party Line of Credit
The Fund participates with certain other Federated Hermes funds, on a several basis, in an up to $500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. The LOC was made available to temporarily finance the repurchase or redemption of shares of the Fund, failed trades, payment of dividends, settlement of trades and for other short-term,
temporary or emergency general business purposes. The Fund cannot borrow under the LOC if an inter-fund loan is outstanding.
The Fund’s ability to borrow under the LOC also is subject to the limitations of the 1940 Act and various conditions precedent that must be satisfied before the Fund can borrow. Loans under the LOC are charged interest at a fluctuating rate per annum
equal to (a) the highest, on any day, of: (i) the federal funds effective rate; (ii) the published secured overnight financing rate plus an assigned percentage; and (iii) 0.0%; plus (b) a margin. Any fund eligible to borrow under the LOC pays its pro rata share of a commitment fee based on the amount of the lenders’ commitment that has not been utilized, quarterly in arrears and at maturity. As of the date of this Statement of Additional Information, there were no outstanding loans. During the most recently ended
fiscal year, the Fund did not utilize the LOC.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market
funds, as an efficient means of implementing its investment strategies, managing its uninvested cash and/or other investment
reasons consistent with the Fund’s investment objective and investment strategies. These other investment companies are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by
the Fund in connection with any such investment. These investments also can create conflicts of interests for the Adviser to the
Fund and the investment adviser to the acquired fund. For example, a conflict of interest can arise due to the possibility that
the Adviser to the Fund could make a decision to redeem the Fund’s investment in the acquired fund. In the case of an investment in an affiliated fund, a conflict of interest can arise if, because of the Fund’s investment in the acquired fund, the acquired fund is able to garner more assets, thereby growing the acquired fund and increasing the management fees received by the investment
adviser to the acquired fund, which would either be the Adviser or an affiliate of the Adviser. However, the Adviser believes
that the benefits and efficiencies of making investments in other investment companies outweigh the potential additional fees and/or
expenses and resulting conflicts of interest. The Fund may invest in money market securities directly.
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a written liquidity risk management program (LRMP) and related procedures to assess and manage the liquidity risk of the Fund in accordance with Section 22(e) of the 1940 Act and Rule 22e-4 thereunder.
The Board has designated the Adviser, together with Federated Hermes, Inc.’s (“Federated Hermes,” formerly Federated Investors, Inc.) other affiliated registered investment advisory subsidiaries that serve as investment advisers to other Federated
Hermes funds, to collectively serve as the administrator of the LRMP and the related procedures (the “Administrator”). Rule 22e-4 defines “liquidity risk” as the risk that the Fund will be unable to meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors’ interests in the Fund. As a part of the LRMP, the Administrator is responsible for classifying the liquidity of the Fund’s portfolio investments in accordance with Rule 22e-4. As part of the LRMP, the Administrator is also responsible for assessing, managing and periodically reviewing the Fund’s liquidity risk, for making periodic reports to the Board and the SEC regarding the liquidity of the Fund’s investments, and for notifying the Board and the SEC of certain liquidity events specified in Rule 22e-4. The liquidity of the Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under the LRMP.
Investment Risks
There are many factors which may affect an investment in the Fund. The Fund’s principal risks are described in its Private Offering Memorandum. Risk factors of the acceptable investments listed above are as follows:
Call Risk
Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. An increase in the likelihood of a call may reduce the security’s price.
If a fixed-income security is called, the Fund may have to reinvest the proceeds in other fixed-income securities with lower
interest rates, higher credit risks or other less favorable characteristics.
Prepayment Risk
Unlike traditional fixed-income securities, which pay a fixed rate of interest until maturity (when the entire principal amount
is due), payments on mortgage-backed securities include both interest and a partial payment of principal. Partial payment of
principal may be comprised of scheduled principal payments as well as unscheduled payments from the voluntary prepayment,
refinancing or foreclosure of the underlying loans. These unscheduled prepayments of principal create risks that can adversely
affect a Fund holding mortgage-backed securities.
For example, when interest rates decline, the values of mortgage-backed securities generally rise. However, when interest
rates decline, unscheduled prepayments can be expected to accelerate, and the Fund would be required to reinvest the proceeds of
the prepayments at the lower interest rates then available. Unscheduled prepayments would also limit the potential for capital
appreciation on mortgage-backed securities.
Conversely, when interest rates rise, the values of mortgage-backed securities generally fall. Since rising interest rates
typically result in decreased prepayments, this could lengthen the average lives of mortgage-backed securities, and cause their value
to decline more than traditional fixed-income securities.
Generally, mortgage-backed securities compensate for the increased risk associated with prepayments by paying a higher yield. The additional interest paid for risk is measured by the difference between the yield of a mortgage-backed security
and the yield of a U.S. Treasury security or other appropriate benchmark with a comparable maturity (the “spread”). An increase in the spread will cause the price of the mortgage-backed security to decline. Spreads generally increase in response to adverse
economic or market conditions. Spreads may also increase if the security is perceived to have an increased prepayment risk
or is perceived to have less market demand.
Stock Market Risk
The value of equity securities in the Fund’s portfolio will rise and fall over time. These fluctuations could be a sustained trend or a drastic movement. Historically, the equity market has moved in cycles, and the value of the Fund’s securities may fluctuate from day to day. The Fund’s portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock valuations. Consequently, the Fund’s Share price may decline. The Adviser attempts to manage market risk by limiting the amount the Fund invests in each company’s equity securities. However, diversification will not protect the Fund against widespread or prolonged declines in the stock market.
Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. The price of a company’s shares depends significantly on the information publicly available about the company. The reporting of poor results by a company, the restatement of a company’s financial statements or corrections to other information regarding a company or its business may adversely affect the price of its shares, as would allegations of fraud or other misconduct by the company’s management. The Fund may also be disadvantaged if some market participants have access to material information not readily available to other market participants, including the Fund.
Mortgaged-Backed Securities (MBS) Risk
Mortgage-Backed Securities (MBS) have unique risks. A rise in interest rates may cause the value of MBS held by the Fund to
decline. The mortgage loans underlying MBS generally are subject to a greater rate of principal prepayments in a declining
interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment. If the
underlying mortgages are paid off sooner than expected, the Fund may have to reinvest this money in mortgage-backed or other
securities that have lower yields. Hybrid ARMs also involve special risks. Like ARMs, hybrid ARMs have periodic and lifetime
limitations on the increases that can be made to the interest rates that mortgagors pay. Therefore, if during a floating rate
period, interest rates rise above the interest rate limits of the hybrid ARM, the Fund will not benefit from further increases in
interest rates. See “Prepayment Risk” and “Interest Rate Risk.” CMOs with complex or highly variable prepayment terms generally entail greater market, prepayment and liquidity risks than other MBS. For example, their prices are more volatile and their trading
market may be more limited.
MBS are subject to the risk that payments made on a security will not be made when due. Payments on MBS are primarily derived from the interest and principal payments of the underlying mortgages. Some MBS also have guarantees or other structural features that provide additional support for interest and principal payments on the MBS if payments on the underlying
mortgages are not made. MBS are subject to the risk that the underlying mortgage borrowers fail to make timely payments of
interest and principal and that any guarantee or other structural feature, if present, is insufficient to enable the timely
payment of interest and principal on the MBS. The structure of certain CMO interests held by the Fund may cause the Fund to be paid interest and/or principal on its investment only after holders of other interests in that particular CMO have received the
full repayment of principal or interest on their investments. MBS are most commonly issued or guaranteed by GSEs, but also may
be issued or guaranteed by private entities, which generally entail greater risk. Certain MBS issued by GSEs are not backed by
or entitled to the full faith and credit of the U.S. government, but are, however, supported through federal subsidies, loans
or other benefits. The Fund also may invest in certain MBS issued by GSEs that have no explicit financial support, and are supported
only by the credit of the applicable GSEs (in addition to the underlying mortgages and related debt service payments). The U.S. government has provided financial support to Freddie Mac and Fannie Mae, but there is no assurance that it will support
these or other GSEs in the future. Although certain MBS are guaranteed as to timely payment of interest and principal by a
GSE, the market prices for such securities are not guaranteed and will fluctuate).
Asset-Backed Securities (ABS) Risk
The value of asset-backed securities (ABS) may be affected by certain factors such as interest rate risk, the availability
of information concerning the pool of underlying assets and its structure, the creditworthiness of the servicing agent for the
pool or the originator of the underlying assets and the ability of the servicing agent to service the underlying collateral. Under
certain market conditions, ABS may be less liquid and may be difficult to value. Movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain types of ABS. Unscheduled prepayments of ABS may result
in a loss of income if the proceeds are invested in lower-yielding securities. Conversely, in a rising interest rate environment,
a declining prepayment rate will extend the average life of many ABS, which increases the risk of depreciation due to future
increases in market interest rates. ABS can also be subject to the risk of default on the underlying assets.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated with investing directly
in securities and other traditional investments. First, changes in the value of the derivative contracts and hybrid instruments
in which the Fund invests may not be correlated with changes in the value of the underlying Reference Instruments or, if they
are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives
may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable
price movements in portfolio holdings. Third, there is a risk that derivative contracts and hybrid instruments may be erroneously
priced or improperly valued and, as a result, the Fund may need to make increased cash payments to the counterparty. Fourth, exposure
to derivative contracts and hybrid instruments may have tax consequences to the Fund and its shareholders. For example,
derivative contracts and hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital
gains (which are treated as ordinary income for Federal income tax purposes). Fifth, a common provision in OTC derivative contracts
permits the counterparty to terminate any such contract between it and the Fund, if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must
be substantial) include significant shareholder redemptions and/or a marked decrease in the market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative
contract to benefit from a decline in the value of a Reference Instrument. If the value of the Reference Instrument declines
during the term of the contract, the Fund makes a profit on the difference (less any payments the Fund is required to pay under the
terms of the contract). Any such strategy involves risk. There is no assurance that the Reference Instrument will decline in value
during the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating
a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs,
or prevent the Fund from entering or exiting derivative positions, accessing margin or fully implementing its investment strategies.
The central clearing of a derivative and trading of a contract over a SEF could reduce the liquidity in, or increase costs
of entering into or holding, any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks
described herein or in the Fund’s Private Offering Memorandum, such as interest rate, credit, currency, liquidity and leverage risks.
Risk Associated with the Investment Activities of Other Accounts
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. Therefore, it is possible that investment-related actions taken by such other accounts
could adversely impact the Fund with respect to, for example, the value of Fund portfolio holdings, and/or prices paid to or received
by the Fund on its portfolio transactions, and/or the Fund’s ability to obtain or dispose of portfolio securities. Related considerations are discussed elsewhere in this SAI under “Brokerage Allocation and Other Practices.”
Covenant-Lite Loans Risk
The Fund may invest in loans that may be “covenant lite.” This term typically refers to loans that lack, or contain fewer or contingent, financial maintenance covenants or other provisions intended to provide certain financial protections in favor
of lenders as compared to other types of loans. Financial maintenance covenants generally require a borrower to satisfy certain
financial metrics at regular intervals over the life of the loan. Loans that include financial maintenance covenants will
typically require the borrower to provide a calculation of its financial maintenance covenants and other related financial information
on a periodic basis, which permits the lender to monitor the borrower’s financial performance over time. The failure to satisfy a financial maintenance covenant as of any required testing period will result in a default and permit the lender, in certain
circumstances, to exercise its rights and remedies against the borrower. Additionally, a lender may determine, based on a
borrower’s financial maintenance covenant calculations, that a borrower is experiencing financial distress or decline, which typically permits the lender to engage in negotiations with the borrower or take other actions in order to mitigate losses.
Covenant-lite loans carry greater risks than loans with financial maintenance covenants because the borrower will generally
have more flexibility with respect to its activities, and the Fund or lender may receive less frequent or less detailed financial
reporting from the borrower and may experience greater delays and difficulties in enforcing its rights if the borrower’s financial performance declines, which may result in losses to the Fund. For example, if a default occurs, covenant-lite loans may exhibit
diminished recovery values because the Fund or lender may not have had the opportunity to negotiate with the borrower prior
to the default and otherwise may have limited financial information or a limited ability to intervene or obtain concessions from
a borrower prior to default. Ultimately, these loans provide fewer protections in favor of the Fund, including with respect
to the possibility of default, as well as a more limited ability to declare a default. These risks are particularly acute during
a downturn in the credit cycle.
LIBOR Risk
Certain derivatives or debt securities, or other financial instruments in which the Fund may invest, utilize the London Interbank Offered Rate (LIBOR) as the reference or benchmark rate for interest rate calculations.
LIBOR is a measure of the average interest rate at which major global banks can borrow from one another. LIBOR has historically been quoted in multiple currencies and tenors using data reported by a panel of private-sector banks. Following allegations of rate manipulation in 2012 and concerns regarding its thin liquidity, the use of LIBOR came under increasing
pressure, and in July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR, announced that it will stop
encouraging banks to provide the quotations needed to sustain LIBOR. The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing most LIBOR tenors, including some USD LIBOR tenors, on December 31, 2021, and will cease publishing the remaining and most liquid USD LIBOR tenors no later than June 30, 2023. Regulators have encouraged the development of and transition to the use of alternative reference or benchmark rates.
While the transition away from LIBOR has become increasingly well-defined in advance of the anticipated discontinuation of LIBOR, the impact on certain debt securities, derivatives and other financial instruments remains uncertain. Further, the
process for amending existing contracts or instruments to transition away from LIBOR remains unclear in the absence of global consensus.
It is expected that market participants will amend financial instruments referencing LIBOR to include fallback provisions
and other measures that contemplate the discontinuation of LIBOR or other similar market disruption events. However, neither the
effect of the transition process nor the viability of such measures is known. To facilitate the transition of legacy derivatives
contracts referencing LIBOR, the International Swaps and Derivatives Association, Inc. launched a protocol to incorporate
fallback provisions. However, there are obstacles to converting certain longer term securities and transactions to a new benchmark or benchmarks. For example, certain proposed replacement rates to LIBOR, such as the Secured Overnight Financing
Rate (SOFR), which is a broad measure of secured overnight U.S. Treasury repo rates, or the Bloomberg Short-Term Bank Yield
Index (BSBY), a proprietary series of credit sensitive reference rates that incorporate bank credit spreads, are materially
different from LIBOR, and changes in the applicable spread for financial instruments transitioning away from LIBOR will need to be made to accommodate the differences. In addition, regulators in foreign jurisdictions have proposed alternative replacement
rates. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition to alternative rates may be exacerbated if an orderly transition to an alternative reference rate is not completed in a timely manner.
The effectiveness of multiple alternative reference rates as opposed to one primary reference rate has not been determined.
The effectiveness of alternative reference rates used in new or existing financial instruments and products has also not yet
been determined. As market participants transition away from LIBOR, LIBOR’s usefulness may deteriorate, and these effects could be experienced until the permanent cessation of the majority of USD LIBOR rates in 2023. The transition process may lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect the liquidity and/or market value of securities that use LIBOR as a benchmark interest rate, including
securities and other financial instruments held by the Fund. Further, the utilization of an alternative reference rate, or
the transition process to an alternative reference rate, may adversely affect the Fund’s investment performance.
Cybersecurity and Operational Risk
Like other funds and business enterprises, Federated Hermes’ business relies on the security and reliability of information and communications technology, systems and networks. Federated Hermes uses digital technology, including, for example, networked systems, email and the Internet, as well as mobile devices and “cloud”-based service offerings, to conduct business operations and engage clients, customers, employees, products, accounts, shareholders, and relevant service providers, among
others. Federated Hermes, as well as its funds and certain service providers, also generate, compile and process information
for purposes of preparing and making filings or reports to governmental agencies, or providing reports or statements to customers,
and a cybersecurity attack or incident that impacts that information, or the generation and filing processes, can prevent
required regulatory filings and reports from being made, or reports or statements from being delivered, or cause the inadvertent release
of confidential information (possibly resulting in the violation of applicable privacy laws). The use of the Internet and other
electronic media and technology exposes the Fund, the Fund’s shareholders, and the Fund’s service providers, and their respective operations, to potential risks from cybersecurity attacks or incidents (collectively, “cyber-events”). The work-from-home environment necessitated by the novel coronavirus (“COVID-19”) pandemic has increased the risk of cyber incidents given the increase in cyber attack surface stemming from the use of personal devices and non-office or personal technology.
Cyber-events can result from intentional (or deliberate) attacks or unintentional events by insiders (e.g., employees) or
third parties, including cybercriminals, competitors, nation-states and “hacktivists,” among others. Cyber-events can include, for example, phishing, credential harvesting or use of stolen access credentials, unauthorized access to systems, networks or
devices (such as, for example, through “hacking” activity), structured query language attacks, infection from or spread of malware, ransomware, computer viruses or other malicious software code, corruption of data, exfiltration of data to malicious sites,
the dark web or other locations or threat actors, and attacks (including, but not limited to, denial of service attacks on websites),
which shut down, disable, slow, impair or otherwise disrupt operations, business processes, technology, connectivity or website
or internet access, functionality or performance. Like other funds and business enterprises, the Fund and its service providers
have experienced, and will continue to experience, cyber-events on a daily basis. In addition to intentional cyber-events,
unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. Cyber-events
can
also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks
on the service providers’ systems or websites rendering them unavailable to intended users or via “ransomware” that renders the systems inoperable until appropriate actions are taken. To date, cyber-events have not had a material adverse effect on the Fund’s business operations or performance.
Cyber-events can affect, potentially in a material way, Federated Hermes’ relationships with its customers, employees, products, accounts, shareholders and relevant service providers. Any cyber-event could adversely impact the Fund and its shareholders and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational
damage, damage to employee perceptions of the company, and additional compliance costs associated with corrective measures
and credit monitoring for impacted individuals. A cyber-event can cause the Fund, or its service providers, to lose proprietary
information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions,
generate or make filings or deliver reports or statements, calculate the Fund’s NAV, or allow shareholders to transact business or other disruptions to operations), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful
effects, cyber-events also can result in theft, unauthorized monitoring and failures in the physical infrastructure or operating
systems that support the Fund and its service providers. In addition, cyber-events affecting issuers in which the Fund invests
could cause the Fund’s investments to lose value.
The Fund’s Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events. The Fund’s Adviser employs various measures aimed at mitigating cybersecurity risk, including, among others, use of firewalls, system segmentation, system monitoring, virus scanning, periodic penetration testing,
employee phishing training and an employee cybersecurity awareness campaign. Among other service provider management efforts, Federated Hermes also conducts due diligence on key service providers relating to cybersecurity. Federated Hermes
has established a committee to oversee Federated Hermes’ information security and data governance efforts, and updates on cyber-events and risks are reviewed with relevant committees, as well as Federated Hermes’ and the Fund’s Boards of Directors or Trustees (or a committee thereof), on a periodic (generally quarterly) basis (and more frequently when circumstances warrant)
as part of risk management oversight responsibilities. However, there is no guarantee that the efforts of Federated Hermes,
the Fund’s Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated Hermes’ and the Fund’s ability to prevent, detect or mitigate cyber-events. Among other reasons, the cybersecurity landscape is constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund’s Adviser, and its relevant affiliates, cannot control the cyber systems and cybersecurity systems of issuers or third-party
service providers.
The Fund can be exposed to operational risk arising from a number of factors, including, but not limited to, human error,
processing and communication errors, errors of the Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or system failures. In addition, other disruptive events, including, but not limited to,
natural disasters and public health crises (such as the COVID-19 pandemic), can adversely affect the Fund’s ability to conduct business, in particular if the Fund’s employees or the employees of its service providers are unable or unwilling to perform their responsibilities as a result of any such event. Even if the Fund’s employees and the employees of its service providers are able to work remotely, those remote work arrangements could result in the Fund’s business operations being less efficient than under normal circumstances, could lead to delays in its processing of transactions, and could increase the risk of cyber-events.
Fundamental Investment Objectives
The Fund’s primary investment objective is to achieve a total return on its assets. The Fund’s secondary investment objective is to achieve a high level of income. The investment objectives may not be changed by the Fund’s Board without shareholder approval.
Investment Limitations
Concentration
The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily
engaged in the same industry. For purposes of this restriction, the term concentration has the meaning set forth in the 1940
Act, as amended, any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal securities
will not be deemed to constitute an industry.
Underwriting
The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the
acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter
under the Securities Act of 1933, as amended (“1933 Act”).
Investing in Commodities
The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options,
forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities.
Investing in Real Estate
The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in
issuers which invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that
are secured by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including
the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate
can be liquidated in an orderly manner.
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the 1940 Act, any rule or order thereunder, or any SEC staff interpretation thereof.
Lending
The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans,
including assignments and participation interests.
The above limitations cannot be changed unless authorized by the Board and by the “vote of a majority of the Fund’s outstanding voting securities,” as defined by the 1940 Act. The following limitations, however, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Illiquid Investments
The Fund will not make investments in holdings for which there is no readily available market, or enter into repurchase agreements or purchase time deposits that the Fund reasonably expects cannot be sold or disposed of in current market conditions
in seven calendar days or less without the sale or disposition significantly changing the market value of the investment,
if immediately after and as a result, the value of such investments would exceed, in the aggregate, 15% of the Fund’s net assets.
Purchases on Margin
The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities, and further provided that the Fund may make margin deposits in connection
with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts
or derivative instruments.
Pledging Assets
The Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of
securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
Additional Information
As a matter of non-fundamental investment policy regarding certain of the Fund’s investment restrictions, please note the following additional information.
For purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings association having capital, surplus and undivided profits in excess of $100,000,000
at the time of investment to be “cash items” and “bank instruments”. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in
value or net assets will not result in a violation of such limitation.
As a matter of non-fundamental policy: (a) utility companies will be divided according to their services, for example, gas,
gas transmission, electric and telephone will each be considered a separate industry; (b) financial service companies will be
classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each
be considered a separate industry; and (c) asset-backed securities will be classified according to the underlying assets securing
such securities. To conform to the current view of the SEC staff that only domestic bank deposit instruments may be excluded from
industry concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments
from industry concentration limitation tests so long as the policy of the SEC remains in effect. In addition, investments
in bank
deposit instruments and investments in certain industrial development bonds, excluding private activity municipal debt securities,
which are principally backed by the assets and revenues of the non-governmental user of the funds generated by securities
issuance, funded by activities in a single industry will be deemed to constitute investment in an industry, except when held
for temporary defensive purposes. Foreign securities, including securities issued by foreign governments, will not be excluded
from industry concentration limits. In applying the concentration restriction, the Fund will adhere to the requirements of the
1940 Act which limits investments in a particular industry or group of industries to no more than 25% of the value of the Fund’s total assets.
In applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance,
the Fund is permitted to borrow money, directly or indirectly, provided that immediately after any such borrowing, the Fund
has asset coverage of at least 300% for all of the Fund’s borrowings, and provided further that in the event that such asset coverage shall at any time fall below 300% the Fund shall, within three business days, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.
Non-Fundamental Names Rule Policy
Because the Fund refers to emerging markets investments in its name, it will notify shareholders at least 60 days in advance
of any change in its investment policies that would enable the Fund to normally invest less than 80% of its net assets (plus
any borrowings for investment purposes) in emerging markets.
Purchases In-Kind
You may contact the Placement Agent to request a purchase of Shares using securities you own. The Fund reserves the right
to determine whether to accept your securities and the minimum market value to accept. The Fund will value your securities in
the same manner as it values its assets. An in-kind purchase may be treated as a sale of your securities for federal tax purposes;
please consult your tax adviser regarding potential tax liability.
Massachusetts Partnership Law
Under certain circumstances, shareholders may be held personally liable as partners under Massachusetts law for obligations
of the Trust. To protect its shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim
the liability of its shareholders for acts or obligations of the Trust.
In the unlikely event a shareholder is held personally liable for the Trust’s obligations, the Trust is required by the Declaration of Trust to use its property to protect or compensate the shareholder. On request, the Trust will defend any claim made and
pay any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability
as a shareholder will occur only if the Trust itself cannot meet its obligations to indemnify shareholders and pay judgments against them.
Account and Share Information
Voting Rights
Each Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only Shares
of that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be called by the Board upon the written request of shareholders who own at least 10% of the Trust’s outstanding Shares of all series entitled to vote.
As of December 8, 2022, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding Shares: Federated Hermes Total Return Bond Fund, Warrendale, PA, owned approximately 51,404,286 Shares (52.85%); Federated Hermes Strategic Income Fund, Warrendale, PA, owned approximately 24,051,119 Shares (24.73%); and Federated Hermes Capital Income Fund, Warrendale, PA, owned approximately 10,290,790 Shares (10.58%).
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters
presented for a vote of shareholders.
Federated Hermes Total Return Bond Fund is a portfolio of Federated Hermes Total Return Series, Inc., which is organized in
the State of Maryland.
Management of the Trust
Board of Trustees
The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the
Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. The address of all Independent Board members listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561; Attention: Mutual Fund Board. As of December 31, 2021, the Trust comprised four portfolios, and the Federated Hermes Complex consisted of 33 investment companies (comprising 102 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees
all portfolios in the Federated Hermes Complex and serves for an indefinite term.
As of December 8, 2022, the Fund’s Board and Officers as a group owned less than 1% of the Fund’s outstanding Shares.
qualifications of Independent Trustees
Individual Trustee qualifications are noted in the “Independent Trustees Background and Compensation” chart. In addition, the following characteristics are among those that were considered for each existing Trustee and will be considered for any
Nominee Trustee.
◾ Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent
Trustee and to the Federated Hermes funds, including legal, accounting, business management, the financial industry generally
and the investment industry particularly.
◾ Desire and availability to serve for a substantial period of time, taking into account the Board’s current mandatory retirement age of 75 years.
◾ No conflicts which would interfere with qualifying as independent.
◾ Appropriate interpersonal skills to work effectively with other Independent Trustees.
◾ Understanding and appreciation of the important role occupied by Independent Trustees in the regulatory structure governing
regulated investment companies.
◾ Diversity of background.
Interested Trustees Background and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
J. Christopher Donahue*
Birth Date: April 11, 1949
Trustee
Indefinite Term
Began serving: February 2006
|
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.
|
|
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
John B. Fisher*
Birth Date: May 16, 1956
President and Trustee
Indefinite Term
Began serving: November 2004
|
Principal Occupations: Principal Executive Officer and President of certain
of the Funds in the Federated Hermes Complex; Director or Trustee of
certain of the Funds in the Federated Hermes Complex; Director and 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 and Federated MDTA LLC; Director, Federated
Investors Trust Company.
Previous Positions: President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and CEO of Passport
Research, Ltd.; Director and President, Technology, Federated
Services Company.
|
|
|
*
Reasons for “interested” status: J. Christopher Donahue and John B. Fisher are interested due to their beneficial ownership of shares of Federated Hermes, Inc. and due to positions they hold with Federated Hermes, Inc. and its subsidiaries.
Independent Trustees Background, Qualifications and Compensation
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
John T. Collins
Birth Date: January 24, 1947
Trustee
Indefinite Term
Began serving: 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: 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).
|
|
|
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; Retired.
Other Directorships Held: Director, Chair of the Audit Committee,
Equifax, Inc.; Lead Director, Member of the Audit and Nominating and
Corporate Governance Committees, Haverty Furniture Companies, Inc.;
formerly, Director, Member of Governance and Compensation Committees,
Publix Super Markets, Inc.
Qualifications: Mr. Hough has served in accounting, business management
and directorship positions throughout his career. Mr. Hough most recently
held the position of Americas Vice Chair of Assurance with Ernst &
Young LLP (public accounting firm). Mr. Hough serves on the President’s
Cabinet and Business School Board of Visitors for the University of
Alabama. Mr. Hough previously served on the Business School Board of
Visitors for Wake Forest University, and he previously served as an
Executive Committee member of the United States Golf Association.
|
|
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
Maureen Lally-Green
Birth Date: July 5, 1949
Trustee
Indefinite Term
Began serving: 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.;
Director and Vice Chair, Our Campaign for the Church Alive!, Inc.; and
Director, Saint Francis University.
|
|
|
Thomas M. O’Neill
Birth Date: June 14, 1951
Trustee
Indefinite Term
Began serving: August 2006
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Sole Proprietor, Navigator Management Company (investment
and strategic consulting).
Other Directorships Held: None.
Qualifications: Mr. O’Neill has served in several business, mutual fund and
financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity. 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); Director, The Golisano Children’s
Museum of Naples, Florida; and Director, Midway Pacific (lumber).
|
|
|
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; formerly, Executive Vice President for Legal Affairs, General
Counsel and Secretary to the Board of Directors, Duquesne
University (Retired).
Other Directorships Held: None.
Qualifications: Ms. Reilly has served in various business and legal
management roles throughout her career. Ms. Reilly previously served as
Senior Vice President for Legal Affairs, General Counsel and Secretary to
the Board of Directors and Assistant General Counsel and Director of Risk
Management, 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. Ms. Reilly currently serves as a member of the Board
of Directors of UPMC Mercy Hospital.
|
|
|
Name
Birth Date
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
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).
|
|
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: January 1999
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; President and Director, Heat Wagon, Inc. (manufacturer of
construction temporary heaters); President and Director, Manufacturers
Products, Inc. (distributor of portable construction heaters); President,
Portable Heater Parts, a division of Manufacturers Products, Inc.
Other Directorships Held: None.
Qualifications: Mr. Walsh has served in several business management roles
and directorship positions throughout his career. Mr. Walsh previously
served as Vice President, Walsh & Kelly, Inc. (paving contractors).
|
|
|
OFFICERS*
Name
Birth Date
Address
Positions Held with Trust
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: 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.
|
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.
|
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.
|
*
Officers do not receive any compensation from the Fund.
In addition, the Fund has appointed an Anti-Money Laundering Compliance Officer.
DIRECTOR/TRUSTEE EMERITUS PROGRAM
The Board has created a position of Director/Trustee Emeritus, whereby an incumbent Director/Trustee who has attained the
age of 75 and completed a minimum of five years of service as a director/trustee, may, in the sole discretion of the Committee
of Independent Directors/Trustees (“Committee”), be recommended to the full Board of Directors/Trustees of the Fund to serve as Director/Trustee Emeritus.
A Director/Trustee Emeritus that has been approved as such receives an annual fee in an amount equal to a percent of the annual base compensation paid to a Director/Trustee. In the case of a Director/Trustee Emeritus who had previously served
at least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee
Emeritus who had previously served at least 10 years as a Director/Trustee, the percent will be 20%. The Director/Trustee Emeritus
will be reimbursed for any expenses incurred in connection with their service, including expenses of travel and lodging incurred in
attendance at Board meetings. Director/Trustee Emeritus will continue to receive relevant materials concerning the Funds,
will be expected to attend at least one regularly scheduled quarterly meeting of the Board of Directors/Trustees each year and will
be available to consult with the Committees or its representatives at reasonable times as requested by the Chairman; however,
a Director/Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders
of the Funds.
The Director/Trustee Emeritus will be permitted to serve in such capacity at the pleasure of the Committee, but the annual
fee will cease to be paid at the end of the calendar year during which he or she has attained the age of 80 years, thereafter
the position will be honorary.
The following table shows the fees paid to each Director/Trustee Emeritus for the Fund’s most recently ended fiscal year and the portion of that fee paid by the Fund or Corporation/Trust.1
EMERITUS Trustees and Compensation
Director/Trustee Emeritus
|
Compensation
From Fund
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
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Charles F. Mansfield, Jr.
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The fees paid to a Director/Trustee are allocated among the funds that were in existence at the time the Director/Trustee
elected Emeritus status, based on each fund’s net assets at that time.
BOARD LEADERSHIP STRUCTURE
As required under the terms of certain regulatory settlements, the Chairman of the Board is not an interested person of the
Fund and neither the Chairman, nor any firm with which the Chairman is affiliated, has a prior relationship with Federated
Hermes or its affiliates or (other than his position as a Trustee) with the Fund.
Committees of the Board
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Meetings Held
During Last
Fiscal Year
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J. Christopher Donahue
John T. Collins
John S. Walsh
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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.
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G. Thomas Hough
Maureen Lally-Green
Thomas M. O’Neill
P. Jerome Richey
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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.
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John T. Collins
G. Thomas Hough
Maureen Lally-Green
Thomas M. O’Neill
Madelyn A. Reilly
P. Jerome Richey
John S. Walsh
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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.
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BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in overseeing the Fund’s general risks includes receiving performance reports for the Fund and risk management reports from Federated Hermes’ Chief Risk Officer at each regular Board meeting. The Chief Risk Officer is responsible for enterprise risk management at Federated Hermes, which includes risk management committees for investment management and for investor services. The Board also receives regular reports from the Fund’s Chief Compliance Officer regarding significant compliance risks.
On behalf of the Board, the Audit Committee plays a key role overseeing the Fund’s financial reporting and valuation risks. The Audit Committee meets regularly with the Fund’s Principal Financial Officer and outside auditors, as well as with Federated Hermes’ Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The Fund And In The Federated Hermes Family Of Investment Companies As Of December 31, 2021
Interested Board
Member Name
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Dollar Range of
Shares Owned in
Emerging Markets Core Fund
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Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
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Independent Board
Member Name
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Investment Advisory and Other Services
Investment Adviser
The Adviser conducts investment research and makes investment decisions for the Fund.
The Adviser is a wholly owned subsidiary of Federated Hermes.
The Adviser shall not be liable to the Trust or any Fund shareholder for any losses that may be sustained in the purchase,
holding or sale of any security or for anything done or omitted by it, except acts or omissions involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties imposed upon it by its contract with the Trust.
The Adviser provides investment advisory services at no fee.
Sub-Adviser
Under the terms of a sub-advisory agreement between the Adviser and Federated Hermes (UK) LLP (formerly Federated Investors (UK) LLP) (“the Sub-Adviser”), the Sub-Adviser is paid for the portion managed by the Sub-Adviser of the daily net assets of the Fund. The fee is paid by the Adviser out of its resources and is not an incremental Fund expense.
In December 2017, Federated Investors, Inc., now Federated Hermes, became a signatory to the Principles for Responsible Investment (PRI). The PRI is an investor initiative in partnership with the United Nations Environment Programme Finance Initiative and the United Nations Global Compact. Commitments made as a signatory to the PRI are not legally binding, but
are voluntary and aspirational. They include efforts, where consistent with our fiduciary responsibilities, to incorporate environmental, social and corporate governance (ESG) issues into investment analysis and investment decision making, to be
active owners and incorporate ESG issues into our ownership policies and practices, to seek appropriate disclosure on ESG
issues by the entities in which we invest, to promote acceptance and implementation of the PRI within the investment industry, to
enhance our effectiveness in implementing the PRI, and to report on our activities and progress towards implementing the PRI.
Being a signatory to the PRI does not obligate Federated Hermes to take, or not take, any particular action as it relates
to investment decisions or other activities.
In July 2018, Federated Investors, Inc., now Federated Hermes, acquired a majority interest in Federated Hermes Limited (FHL) (formerly, Hermes Fund Managers Limited), a pioneer of integrated ESG investing. Federated Hermes now owns 100% of FHL. FHL’s experience with ESG issues contributes to Federated Hermes’ understanding of material risks and opportunities these issues may present.
EOS at Federated Hermes, which was established as Hermes Equity Ownership Services Limited (EOS) in 2004 as an affiliate of FHL and Hermes Investment Management Limited, is a 50+ member engagement and stewardship team that conducts long-term, objectives-driven dialogue with board and senior executive level representatives of approximately 1,000 unique issuers annually. It seeks to address the most material ESG risks and opportunities through constructive and continuous discussions
with the goal of improving long-term results for investors. Engagers’ deep understanding across sectors, themes and regional markets,
along with language and cultural expertise, allows EOS to provide insights to companies on the merits of addressing ESG risks
and the positive benefits of capturing opportunities. Federated Hermes investment management teams have access to the insights
gained from understanding a company’s approach to these long-term strategic matters as an additional input to improve portfolio risk/return characteristics.
Portfolio Manager Information
As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of a fund’s investments, on the one hand, and the investments of other funds/pooled investment vehicles or accounts (collectively, including
the Fund, as applicable, “accounts”) for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to
the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for
more than one account, possible conflicts could arise in determining how to allocate them. Other potential conflicts can include,
for example, conflicts created by specific portfolio manager compensation arrangements (including, for example, the allocation
or weighting given to the performance of the Fund or other accounts or activities for which the portfolio manager is responsible
in calculating the portfolio manager’s compensation), and conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research or “soft dollars”). The Adviser has adopted policies and procedures and has structured the portfolio managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The following information about the Fund’s Portfolio Managers is provided as of the end of the Fund’s most recently completed fiscal year unless otherwise indicated.
Ihab Salib, Portfolio Manager
Types of Accounts Managed
by Ihab Salib
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Total Number of Additional Accounts
Managed/Total Assets*
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Additional Accounts/Assets Managed
that are Subject to Advisory Fee
Based on Account Performance
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Registered Investment Companies
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Other Pooled Investment Vehicles
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None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None
Ihab Salib is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive,
position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP) and may also include a discretionary component based on
a variety of factors deemed relevant, such as financial measures and performance and may be paid entirely in cash, or in a
combination of cash and restricted stock of Federated Hermes, Inc. (“Federated Hermes”). The total combined annual incentive opportunity is intended to be competitive in the market for this portfolio manager role. IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s benchmark (i.e., Bloomberg Emerging Markets Seasoned ex Aggregate/Eurodollar Index). Performance periods are adjusted if a portfolio manager has been managing an account for less
than five years; accounts with less than one year of performance history under a portfolio manager may be excluded.
As noted above, Mr. Salib is also the portfolio manager for other accounts in addition to the Fund. Such other accounts may
have different benchmarks and performance measures. The allocation or weighting given to the performance of the Fund or other
accounts or activities for which Mr. Salib is responsible when his compensation is calculated may be equal or can vary.
In addition, Mr. Salib has oversight responsibility for other portfolios that he does not personally manage and serves on
one or more Investment Teams that establish guidelines on various performance drivers (e.g., currency, duration, sector, volatility
and/or yield curve) for taxable, fixed-income accounts. A portion of the IPP score is based on Federated Hermes’ senior management’s assessment of team contributions.
For purposes of calculating the annual incentive amount, each account managed by the portfolio manager currently is categorized into one of two IPP groups (which may be adjusted periodically). Within each performance measurement period and
IPP group, IPP currently is calculated on the basis of an assigned weighting to each account managed or activity engaged in
by the portfolio manager and included in the IPP groups. At the account level, the weighting assigned to the Fund is lesser than
or equal to the weighting assigned to other accounts or activities used to determine IPP (but can be adjusted periodically).
A portion of the bonus tied to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive management on a discretionary basis
using various factors, such as, for example, on a product, strategy or asset class basis, and considering overall contributions
and any other factors deemed relevant (and may be adjusted periodically).
Jason C. DeVito, Portfolio Manager
Types of Accounts Managed
by Jason C. DeVito
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Total Number of Additional Accounts
Managed/Total Assets*
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Additional Accounts/Assets Managed
that are Subject to Advisory Fee
Based on Account Performance
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Registered Investment Companies
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Other Pooled Investment Vehicles
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None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Jason C. DeVito is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive, position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP) and may also include a discretionary component
based on a variety of factors deemed relevant, such as financial measures and performance and may be paid entirely in cash,
or in a combination of cash and restricted stock of Federated Hermes, Inc. (“Federated Hermes”). The total combined annual incentive opportunity is intended to be competitive in the market for this portfolio manager role.
IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s benchmark (i.e., Bloomberg Emerging Markets Seasoned ex Aggregate/Eurodollar Index). Performance periods are adjusted if a portfolio
manager has been managing an account for less than five years; accounts with less than one year of performance history under
a portfolio manager may be excluded.
As noted above, Mr. DeVito is also the portfolio manager for other accounts in addition to the Fund. Such other accounts may
have different benchmarks and performance measures. The allocation or weighting given to the performance of the Fund or other
accounts or activities for which Mr. DeVito is responsible when his compensation is calculated may be equal or can vary.
In addition, Mr. DeVito serves on one or more Investment Teams Investment Teams that establish guidelines on various performance drivers (e.g., currency, duration, sector, volatility and/or yield curve) for taxable, fixed-income accounts.
A portion of the IPP score is based on Federated Hermes’ senior management’s assessment of team contributions. For purposes of calculating the annual incentive amount, each account managed by the portfolio manager currently is categorized into one of
three IPP groups (which may be adjusted periodically). Within each performance measurement period and IPP group, IPP currently is calculated on the basis of an assigned weighting to each account managed or activity engaged in by the portfolio manager and included in the IPP groups. At the account level, the weighting assigned to the Fund is lesser than or equal to the weighting assigned to certain other accounts or activities, and is greater than or equal to the weighting assigned to certain other accounts or activities, used to determine IPP (but can be adjusted periodically). Additionally, a portion of Mr. DeVito’s IPP score is based on the performance of the accounts for which he provides research and analytic support. A portion of the bonus tied
to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive management on a discretionary basis
using various factors, such as, for example, on a product, strategy or asset class basis, and considering overall contributions
and any other factors deemed relevant (and may be adjusted periodically).
In addition, Mr. DeVito was awarded a grant of restricted Federated Hermes stock. Awards of restricted stock are discretionary
and are made in variable amounts based on the subjective judgment of Federated Hermes’ senior management.
Mohammed H. Elmi, Portfolio Manager
Types of Accounts Managed
by Mohammed H. Elmi
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Total Number of Additional Accounts
Managed/Total Assets*
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Registered Investment Companies
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Other Pooled Investment Vehicles
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None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Mohammed H. Elmi is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive, position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP) and may also include a discretionary component
based on a variety of factors deemed relevant, such as financial measures and performance and is paid entirely in cash. The
total combined annual incentive opportunity is intended to be competitive in the market for this portfolio manager role. IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s benchmark (i.e., Bloomberg Emerging Markets Seasoned ex Aggregate/Eurodollar Index). Performance periods are adjusted if a portfolio
manager has been managing an account for less than five years; accounts with less than one year of performance history under
a portfolio manager may be excluded.
As noted above, Mr. Elmi is also the portfolio manager for other accounts in addition to the Fund. Such other accounts may
have different benchmarks and performance measures. The allocation or weighting given to the performance of the Fund or other
accounts or activities for which Mr. Elmi is responsible when his compensation is calculated may be equal or can vary.
In addition, Mr. Elmi has oversight responsibility for other portfolios that he does not personally manage and serves on one
or more Investment Teams that establish guidelines on various performance drivers (e.g., currency, duration, sector, volatility
and/or yield curve) for taxable, fixed-income accounts. A portion of the IPP score is based on Federated Hermes’ senior management’s assessment of team contributions
For purposes of calculating the annual incentive amount, each account managed by the portfolio manager currently is categorized into one of three IPP groups (which may be adjusted periodically). Within each performance measurement period
and IPP group, IPP currently is calculated on the basis of an assigned weighting to each account managed or activity engaged in by the portfolio manager and included in the IPP groups. At the account level, the weighting assigned to the Fund is lesser than or equal to the weighting assigned to certain other accounts or activities, and is greater than or equal to the weighting assigned to certain other accounts or activities, used to determine IPP (but can be adjusted periodically). A portion of the bonus tied to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive management on a discretionary basis
using various factors, such as, for example, on a product, strategy or asset class basis, and considering overall contributions
and any other factors deemed relevant (and may be adjusted periodically).
Services Agreement
Federated Advisory Services Company, an affiliate of the Adviser, provides certain support services to the Adviser. The fee
for these services is paid by the Adviser and not by the Fund.
Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic equipment and software to institutional customers
in order to facilitate the purchase of Fund Shares offered by the placement agent.
Code Of Ethics Restrictions On Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act (as applicable), the Fund, its Adviser and its placement agent have adopted codes of ethics. These codes govern securities trading
activities of investment personnel, Fund Trustees and certain other employees. Although they do permit these people to trade
in securities, including those that the Fund could buy, as well as Shares of the Fund, they also contain significant safeguards
designed to protect the Fund and its shareholders from abuses in this area, such as requirements to obtain prior approval
for, and to report, particular transactions.
Voting Proxies On Fund Portfolio Securities
The Board has delegated to the Adviser authority to vote proxies on the securities held in the Fund’s portfolio. The Board has also approved the Adviser’s policies and procedures for voting the proxies, which are described below.
Proxy Voting Policies
As an investment adviser with a fiduciary duty to the Fund and its shareholders, the Adviser’s general policy is to cast proxy votes in favor of management proposals and shareholder proposals that the Adviser anticipates will enhance the long-term value
of the securities being voted in a manner that is consistent with the investment objectives of the Fund. Generally, this will
mean voting for proposals that the Adviser believes will improve the management of a company, increase the rights or preferences
of the voted securities, or increase the chance that a premium offer would be made for the company or for the voted securities.
This approach to voting proxy proposals will be referred to hereafter as the “General Policy.”
The Adviser generally votes consistently on the same matter when securities of an issuer are held by multiple client portfolios.
However, the Adviser may vote differently if a client’s investment objectives differ from those of other clients or if a client explicitly instructs the Adviser to vote differently.
The following examples illustrate how the General Policy may apply to the most common management proposals and shareholder proposals. However, whether the Adviser supports or opposes a proposal will always depend on a thorough understanding of the Fund’s investment objectives and the specific circumstances described in the proxy statement and other available information.
On matters related to the board of directors, generally the Adviser will vote to elect nominees to the board in uncontested
elections except in certain circumstances, such as where the director: (1) had not attended at least 75% of the board meetings
during the previous year; (2) serves as the company’s chief financial officer, unless the company is headquartered in the UK where this is market practice; (3) has become overboarded (more than five boards for retired executives and more than two
boards for CEOs); (4) is the chair of the nominating or governance committee when the roles of chairman of the board and CEO
are combined and there is no lead independent director; (5) served on the compensation committee during a period in which
compensation appears excessive relative to performance and peers; or (6) served on a board that did not implement a shareholder
proposal that the Adviser supported and received more than 50% shareholder support the previous year. In addition, the Adviser
will generally vote in favor of: (7) a full slate of directors, where the directors are elected as a group and not individually, unless more than half of the nominees are not independent; (8) shareholder proposals to declassify the board of directors;
(9) shareholder proposals to require a majority voting standard in the election of directors; (10) shareholder proposals to
separate the roles of chairman of the board and CEO; (11) a proposal to require a company’s audit committee to be comprised entirely of independent directors; and (12) shareholder proposals to eliminate supermajority voting requirements in company bylaws.
On other matters of corporate governance, generally the Adviser will vote: (1) in favor of proposals to grant shareholders the right to call a special meeting if owners of at least 15% of the outstanding stock agree; (2) against proposals to allow shareholders to act by written consent; (3) on a case-by-case basis for proposals to adopt or amend shareholder rights plans (also known as “poison pills”); (4) in favor of shareholder proposals to eliminate supermajority requirements in company bylaws; and (5) in favor of shareholder proposals calling for “Proxy Access,” that is, a bylaw change allowing shareholders owning at least 3% of the outstanding common stock for at least three years to nominate candidates for election to the board of directors.
Generally, the Adviser will vote every shareholder proposal of an environmental or social nature on a case-by-case basis. The quality of these shareholder proposals varies widely across markets. Similarly, company disclosures of their business practices related to environmental and social risks are not always adequate for investors to make risk assessments. Thus, the Adviser places great importance on company-specific analyses to determine how to vote. Above all, the Adviser will vote in a manner that would enhance the long-term value of the investment within the framework of the client’s investment objectives.
The Adviser’s general approach to analyzing these proposals calls for considering the literal meaning of the written proposal, the financial materiality of the proposal’s objective and the practices followed by industry peers. This analysis utilizes research reports from the Adviser’s proxy advisors, company filings, as well as reports published by the company and other outside organizations.
On matters of capital structure, generally, the Adviser will vote proxies for U.S. issuers on a case-by-case basis for proposals to authorize the issuance of new shares if not connected to an M&A transaction and the potential dilution is more than 10%, against proposals to create multiple-class voting structures where one class has superior voting rights to the other classes, in favor of proposals to authorize reverse stock splits unless the amount of authorized shares is not also reduced proportionately. Generally, the Adviser will vote proxies for non-U.S. issuers in favor of proposals to authorize issuance of shares with and without pre-emptive rights unless the size of the authorities would threaten to unreasonably dilute existing shareholders.
Votes on executive compensation come in many forms, including advisory votes on U.S. executive compensation plans (“Say On Pay”), advisory and binding votes on the design or implementation of non-U.S. executive remuneration plans, and votes to approve new equity plans or amendments to existing plans. Generally, the Adviser will support compensation arrangements that are aligned with the client’s long-term investment objectives. With respect to Say On Pay proposals, the Adviser will generally vote in favor unless the compensation plan has failed to align executive compensation with corporate performance, or the design of the plan is likely to lead to misalignment in the future. The Adviser supports the principle of an annual shareholder vote on executive pay and will generally vote accordingly on proposals which set the frequency of the Say On Pay vote.
In some markets, especially Europe, shareholders are provided a vote on the remuneration policy, which sets out the structural
elements of a company’s executive remuneration plan on a forward-looking basis. The Adviser will generally support these proposals unless the design of the remuneration policy fails to appropriately link executive compensation with corporate performance, total compensation appears excessive relative to the company’s industry peer group, with local market dynamics also taken into account; or there is insufficient disclosure to enable an informed judgment, particularly as it relates to
the disclosure of the maximum amounts of compensation that may be awarded.
The Adviser will generally vote in favor of equity plan proposals unless they result in unreasonable dilution to existing
shareholders, permit replacement of “underwater” options with new options on more favorable terms for the recipient, or omit the criteria for determining the granting or vesting of awards.
On matters relating to corporate transactions, the Adviser will generally vote in favor of mergers, acquisitions and sales
of assets if the Adviser’s analysis of the proposed business strategy and the transaction price would have a positive impact on the total return for shareholders.
If a shareholders meeting is contested, that is, shareholders are presented with a set of director candidates nominated by
company management and a set of director candidates nominated by a dissident shareholder, the Adviser will study the proposed
business strategies of both groups and vote in a way that maximizes expected total return for the Fund.
In addition, the Adviser will not vote any proxy if it determines that the consequences or costs of voting outweigh the potential
benefit of voting. For example, if a foreign market requires shareholders voting proxies to retain the voted shares until
the meeting date (thereby rendering the shares “illiquid” for some period of time), the Adviser will not vote proxies for such shares. In addition, the Adviser is not obligated to incur any expense to send a representative to a shareholder meeting or to translate
proxy materials into English.
To the extent that the Adviser is permitted to loan securities, the Adviser does not have the right to vote on securities
while they are on loan. However, the Adviser will take all reasonable steps to recall shares prior to the record date when the meeting
raises issues that the Adviser believes materially affect shareholder value, provided that the Adviser considers that the benefits of voting on the securities are greater than the associated costs, including the opportunity cost of the lost revenue that would otherwise be generated by the loan. However, there can be no assurance that the Adviser will have sufficient notice of such matters to be able to terminate the loan in time to vote thereon.
The Adviser will take into account feedback from issuers on the voting recommendations of the Adviser’s proxy advisory firm if the feedback is provided at least five days before the voting cut-off date. In certain circumstances, primarily those where
the Adviser’s voting policy is absolute and without exception, issuer feedback will not be part of the voting decision. For example, it is the Adviser’s policy to always support a shareholder proposal to separate the roles of chairman of the board and CEO. Thus, any comments from the issuer opposing this proposal would not be considered.
If proxies are not delivered in a timely or otherwise appropriate basis, the Adviser may not be able to vote a particular
proxy.
For an Adviser that employs a quantitative investment strategy for certain funds or accounts that does not make use of qualitative research (“Non-Qualitative Accounts”), the Adviser may not have the kind of research to make decisions about how to vote proxies for them. Therefore, the Adviser will vote the proxies of these Non-Qualitative Accounts as follows: (a) in
accordance with the Standard Voting Instructions (defined below); (b) if the Adviser is casting votes for the same proxy on
behalf of a regular qualitative account and a Non-Qualitative Account, the Non-Qualitative Account would vote in the same
manner as the regular qualitative account; (c) if neither of the first two conditions apply, as the proxy advisory firm is
recommending; and (d) if none of the previous conditions apply, as recommended by the Proxy Voting Committee.
Proxy Voting Procedures
The Adviser has established a Proxy Voting Committee (“Proxy Committee”), to exercise all voting discretion granted to the Adviser by the Board in accordance with the proxy voting policies. To assist it in carrying out the day-to-day operations
related to proxy voting, the Proxy Committee has created the Proxy Voting Management Group (PVMG). The day-to-day operations related to proxy voting are carried out by the Proxy Voting Operations Team (PVOT) and overseen by the PVMG. Besides voting the proxies, this work includes engaging with investee companies on corporate governance matters, managing the proxy
advisory firm, soliciting voting recommendations from the Adviser’s investment professionals, bringing voting recommendations to the Proxy Committee for approval, filing with regulatory agencies any required proxy voting reports, providing proxy voting
reports to clients and investment companies as they are requested from time to time, and keeping the Proxy Committee informed
of any issues related to corporate governance and proxy voting.
The Adviser has compiled a list of specific voting instructions based on the General Policy (the “Standard Voting Instructions”). The Standard Voting Instructions and any modifications to them are approved by the Proxy Committee. The Standard Voting Instructions sometimes call for an investment professional to review the ballot question and provide a voting
recommendation to the Proxy Committee (a “case-by-case vote”). The foregoing notwithstanding, the Proxy Committee always has the authority to determine a final voting decision.
The Adviser has hired a proxy advisory firm to perform various proxy voting related administrative services such as ballot
reconciliation, vote processing and recordkeeping functions. The Proxy Committee has supplied the proxy advisory firm with
the Standard Voting Instructions. The Proxy Committee retains the right to modify the Standard Voting Instructions at any time
or to vote contrary to them at any time in order to cast proxy votes in a manner that the Proxy Committee believes is in accordance
with the General Policy. The proxy advisory firm may vote any proxy as directed in the Standard Voting Instructions without
further direction from the Proxy Committee. However, if the Standard Voting Instructions require case-by-case handling for
a proposal, the PVOT will work with the investment professionals and the proxy advisory firm to develop a voting recommendation for the Proxy Committee and to communicate the Proxy Committee’s final voting decision to the proxy advisory firm. Further, if the Standard Voting Instructions require the PVOT to analyze a ballot question and make the final
voting decision, the PVOT will report such votes to the Proxy Committee on a quarterly basis for review.
Conflicts of Interest
The Adviser has adopted procedures to address situations where a matter on which a proxy is sought may present a potential
conflict between the interests of the Fund (and its shareholders) and those of the Adviser or placement agent. This may occur
where a significant business relationship exists between the Adviser (or its affiliates) and a company involved with a proxy
vote.
A company that is a proponent, opponent or the subject of a proxy vote and which to the knowledge of the Proxy Committee has this type of significant business relationship, is referred to below as an “Interested Company.”
The Adviser has implemented the following procedures in order to avoid concerns that the conflicting interests of the Adviser
or its affiliates have influenced proxy votes. Any employee of the Adviser or its affiliates who is contacted by an Interested
Company regarding proxies to be voted by the Adviser must refer the Interested Company to a member of the Proxy Committee,
and must inform the Interested Company that the Proxy Committee has exclusive authority to determine how the proxy will be
voted. Any Proxy Committee member contacted by an Interested Company must report it to the full Proxy Committee and provide a written summary of the communication. Under no circumstances will the Proxy Committee or any member of the Proxy Committee make a commitment to an Interested Company regarding the voting of proxies or disclose to an Interested Company how the Proxy Committee has directed such proxies to be voted. If the Standard Voting Instructions already provide
specific direction on the proposal in question, the Proxy Committee shall not alter or amend such directions. If the Standard
Voting Instructions require the Proxy Committee to provide further direction, the Proxy Committee shall do so in accordance
with the proxy voting policies, without regard for the interests of the Adviser with respect to the Interested Company. If
the Proxy Committee provides any direction as to the voting of proxies relating to a proposal affecting an Interested Company,
it must disclose annually to the Fund’s Board information regarding: the significant business relationship; any material communication with the Interested Company; the matter(s) voted on; and how, and why, the Adviser voted as it did.
In certain circumstances it may be appropriate for the Adviser to vote in the same proportion as all other shareholders, so
as to not affect the outcome beyond helping to establish a quorum at the shareholders’ meeting. This is referred to as “proportional voting.” If the Fund owns shares of another Federated Hermes mutual fund, the Adviser will proportionally vote the client’s proxies for that fund or seek direction from the Board or the client on how the proposal should be voted. If the Fund owns
shares of an unaffiliated mutual fund, the Adviser may proportionally vote the Fund’s proxies for that fund depending on the size of the position. If the Fund owns shares of an unaffiliated exchange traded fund, the Adviser will proportionally vote the Fund’s proxies for that fund.
Downstream Affiliates
If the Proxy Committee gives further direction, or seeks to vote contrary to the Standard Voting Instructions, for a proxy
relating to a portfolio company in which the Fund owns more than 10% of the portfolio company’s outstanding voting securities at the time of the vote (“Downstream Affiliate”), the Proxy Committee must first receive guidance from counsel to the Proxy Committee as to whether any relationship between the Adviser and the portfolio company, other than such ownership of the portfolio company’s securities, gives rise to an actual conflict of interest. If counsel determines that an actual conflict exists, the Proxy Committee must address any such conflict with the executive committee of the board of directors or trustees of any investment company client prior to taking any action on the proxy at issue.
Proxy Advisers’ Conflicts of Interest
Proxy advisory firms may have significant business relationships with the subjects of their research and voting recommendations. For example, a proxy voting service client may be a public company with an upcoming shareholders’ meeting and the proxy voting service has published a research report with voting recommendations. In another example, a proxy voting
service board member also sits on the board of a public company for which the proxy voting service will write a research report.
These and similar situations give rise to an actual or apparent conflict of interest.
In order to avoid concerns that the conflicting interests of the engaged proxy voting service have influenced proxy voting
recommendations, the Adviser will take the following steps:
◾ A due diligence team made up of employees of the Adviser and/or its affiliates will meet with the proxy voting service on
an annual basis and determine through a review of their policies and procedures and through inquiry that the proxy voting service
has established a system of internal controls that provide reasonable assurance that their voting recommendations are not
influenced by the business relationships they have with the subjects of their research.
◾ Whenever the standard voting guidelines call for voting a proposal in accordance with the proxy voting service recommendation and the proxy voting service has disclosed that they have a conflict of interest with respect to that issuer,
the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research report and recommendations published by
another proxy voting service for that issuer; (b) the Head of the PVOT, or his designee, will review both the engaged proxy
voting service research report and the research report of the other proxy voting service and determine what vote will be cast.
The PVOT will report all proxies voted in this manner to the Proxy Committee on a quarterly basis. Alternatively, the PVOT
may seek direction from the Committee on how the proposal shall be voted.
Proxy Voting Report
A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities
held in the Fund’s portfolio, as well as a report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30, are available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available via the Proxy Voting Record (Form N-PX) link associated with the Fund at FederatedInvestors.com under the “Private Funds” section of the “Products” tab, where you will be directed to a statement of agreement that you are an “accredited investor” before proceeding. Click “I agree” to agree to the terms then you will be taken to the “Private Funds” home page where you can select the appropriate asset class or category. Select a Fund to access the “Documents” tab. Form N-PX filings are also available at the SEC’s website at sec.gov.
Portfolio Holdings Information
Information concerning the Fund’s portfolio holdings is available at FederatedInvestors.com under the “Private Funds” section of the “Products” tab, where you will be directed to a statement of agreement that you are an “accredited investor” before proceeding. Click “I agree” to agree to the terms then you will be taken to the “Private Funds” home page where you can select the appropriate asset class or category under “Find Private Funds.” Select a Fund under “All Private Funds” to access the “Portfolio Characteristics” tab. You may also obtain this information by calling 1-800-341-7400.
A complete listing of the Fund’s portfolio holdings as of the end of the calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter.
Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition information may include identification of the Fund’s top 10 holdings and a percentage breakdown of the portfolio by sector, geographic region and/or credit quality.
You may also access portfolio information as of the end of the Fund’s fiscal quarters at FederatedInvestors.com under the “Private Funds” section of the “Products” tab by following the directions given above. The Fund’s Annual and Semi-Annual Reports, which contain complete listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters, may be accessed on the SEC’s website at sec.gov. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in reports filed with the SEC at the SEC’s website at sec.gov.
Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on “Form N-PORT.” The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly available on the SEC’s website at sec.gov within 60 days of the end of the fiscal quarter upon filing. You may also access this information via the link to the Fund and share class name at FederatedInvestors.com.
The disclosure policy of the Fund and the Adviser prohibits the disclosure of portfolio holdings information to any investor
or intermediary before the same information is made available to other investors. Employees of the Adviser or its affiliates
who have access to nonpublic information concerning the Fund’s portfolio holdings are prohibited from trading securities on the basis of this information. Such persons must report all personal securities trades and obtain pre-clearance for all personal securities
trades other than mutual fund shares.
Firms that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic
information about Fund portfolio holdings for purposes relating to their services. The Fund may also provide portfolio holdings
information to publications that rate, rank or otherwise categorize investment companies. Traders or portfolio managers may
provide “interest” lists to facilitate portfolio trading if the list reflects only that subset of the portfolio for which the trader or portfolio manager is seeking market interest. A list of service providers, publications and other third parties who may receive
nonpublic portfolio holdings information appears in the Appendix to this SAI.
The furnishing of nonpublic portfolio holdings information to any third party (other than authorized governmental or regulatory personnel) requires the prior approval of the President of the Adviser and of the Chief Compliance Officer of the
Fund. The President of the Adviser and the Chief Compliance Officer will approve the furnishing of nonpublic portfolio holdings
information to a third party only if they consider the furnishing of such information to be in the best interests of the Fund
and its shareholders. In that regard, and to address possible conflicts between the interests of Fund shareholders and those of the
Adviser and its affiliates, the following procedures apply. No consideration may be received by the Fund, the Adviser, any affiliate
of the Adviser or any of their employees in connection with the disclosure of portfolio holdings information. Before information
is furnished, the third party must sign a written agreement that it will safeguard the confidentiality of the information, will
use it only for the purposes for which it is furnished and will not use it in connection with the trading of any security. Persons
approved to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is
provided. Such information may be furnished as frequently as daily and often with no time lag between the date of the information and
the date it is furnished. The Board receives and reviews annually a list of the persons who receive nonpublic portfolio holdings
information and the purposes for which it is furnished.
PLACEMENT AGENT
The Fund’s placement agent is Federated Securities Corp., located at 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
Administrator
Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides administrative personnel and services,
including certain legal, compliance and financial administrative services (“Administrative Services”), necessary for the operation of the Fund. FAS does not charge the Fund an Administrative Services fee but is entitled to reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
Custodian
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the securities and cash of the Fund. Foreign
instruments purchased by the Fund are held by foreign banks participating in a network coordinated by State Street Bank and
Trust Company.
Transfer Agent And Dividend Disbursing Agent
DST Asset Manager Solutions, Inc., the Fund’s registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, Ernst & Young LLP, conducts its audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its audits to provide reasonable assurance about whether the Fund’s financial statements and financial highlights are free of material misstatement.
Brokerage Allocation and Other Practices
Brokerage Transactions And Investment Allocation
Equity securities may be traded in the over-the-counter market through broker/dealers acting as principal or agent, or in
transactions directly with other investors. Transactions may also be executed on a securities exchange or through an electronic
communications network. The Adviser seeks to obtain best execution of trades in equity securities by balancing the costs inherent in trading, including opportunity costs, market impact costs and commissions. As a general matter, the Adviser seeks
to add value to its investment management by using market information to capitalize on market opportunities, actively seek liquidity and discover price. The Adviser continually monitors its trading results in an effort to improve execution. Fixed-income
securities are generally traded in an over-the-counter market on a net basis (i.e., without commission) through dealers acting
as principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities
at a higher price than they bid for them. Some fixed-income securities may have only one primary market maker. The Adviser
seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not
always obtain the lowest purchase price or highest sale price with respect to a fixed-income security. The Adviser’s receipt of research services (as described below) may also be a factor in the Adviser’s selection of brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund’s operating expenses. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Fund’s Board.
Investment decisions for the Fund are made independently from those of other accounts managed by the Adviser and accounts
managed by affiliates of the Adviser. Except as noted below, when the Fund and one or more of those accounts invests in, or
disposes of, the same security, available investments or opportunities for sales will be allocated among the Fund and the
account(s) in a manner believed by the Adviser to be equitable. While the coordination and ability to participate in volume
transactions may benefit the Fund, it is possible that this procedure could adversely impact the price paid or received and/or
the position obtained or disposed of by the Fund. Investments for Federated Hermes Kaufmann Fund and other accounts managed by
that fund’s portfolio managers in initial public offerings (IPO) are made independently from any other accounts, and much of their non-IPO trading may also be conducted independently from other accounts. Trading and allocation of investments, including IPOs, for accounts managed by Federated MDTA LLC are also made independently from the Fund. Investment decisions and trading for certain separately managed or wrap-fee accounts, and other accounts, of the Adviser and/or certain
investment adviser affiliates of the Adviser also are generally made and conducted independently from the Fund. It is possible
that such independent trading activity could adversely impact the prices paid or received and/or positions obtained or disposed
of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate to the execution of trades, including
communications services related to trade execution, clearing and settlement, trading software used to route orders to market
centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access
(DMA) systems. Research services may include: advice as to the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services
assist the Adviser and its affiliates in terms of their overall investment responsibilities to funds and investment accounts for
which they have investment discretion. However, particular brokerage and research services received by the Adviser and its affiliates
may not be used to service every fund or account, and may not benefit the particular funds and accounts that generated the brokerage
commissions. In addition, brokerage and research services paid for with commissions generated by the Fund may be used in managing other funds and accounts. To the extent that receipt of these services may replace services for which the Adviser
or its affiliates might otherwise have paid, it would tend to reduce their expenses. The Adviser and its affiliates exercise reasonable
business judgment in selecting brokers to execute securities transactions where receipt of research services is a factor.
They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage
and research services provided.
Capital Stock and Other Securities
CAPITAL STOCK
Holders of the Fund’s Shares of beneficial interest will have equal rights to participate in distributions made by the Fund, equal rights to the Fund’s assets upon dissolution and equal voting rights; the Fund does not allow cumulative voting. Investors will have no preemptive or other right to subscribe to any additional shares of beneficial interest or other securities issued
by the Trust. Shares may be redeemed at any time at net asset value (NAV) with no charge.
Securities Lending Activities
The services provided to the Fund by Citibank, N.A. as securities lending agent may include the following: selecting securities
previously identified by the Fund as available for loan to be loaned; locating borrowers identified in the securities lending
agency agreement; negotiating loan terms; monitoring daily the value of the loaned securities and collateral; requiring additional
collateral as necessary; marking to market non-cash collateral; instructing the Fund’s custodian with respect to the transfer of loaned securities; indemnifying the Fund in the event of a borrower default; and arranging for return of loaned securities
to the Fund at loan termination.
The Fund did not participate in any securities lending activities during the Fund’s most recently completed fiscal year.
Gross income from securities lending activities
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Fees and/or compensation for securities lending activities and related services
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Fees paid to securities lending agent from a revenue split
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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
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Administrative fees not included in revenue split
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Indemnification fee not included in revenue split
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Rebate (paid to borrower)
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Other fees not included in revenue split (specify)
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Aggregate fees/compensation for securities lending activities
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Net income from securities lending activities
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Shareholder Information
Beneficial interests in the Fund have not been registered and are issued in reliance on Section 4(a)(2) of the 1933 Act and
Regulation D (including, without limitation, Rule 506(c)) thereunder.
OFFERING PRICE
A Share’s NAV is determined as of the end of regular trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates the NAV by valuing its assets, subtracting its liabilities, and
dividing the balance by the number of Shares outstanding. The NAV is calculated to the nearest whole cent per Share.
In calculating its NAV, the Fund generally values investments as follows:
◾ Equity securities listed on a U.S. securities exchange or traded through the U.S. national market system are valued at their
last reported sale price or official closing price in their principal exchange or market. If a price is not readily available,
such equity securities are valued based upon the mean of closing bid and ask quotations from one or more dealers.
◾ Other equity securities traded primarily in the United States are valued based upon the mean of closing bid and ask quotations from one or more dealers.
◾ Equity securities traded primarily through securities exchanges and regulated market systems outside the United States are
valued at their last reported sale price or official closing price in their principal exchange or market. These prices may
be adjusted for significant events occurring after the closing of such exchanges or market systems as described below. If a price
is not readily available, such equity securities are valued based upon the mean of closing bid and ask quotations from one or more dealers.
◾ Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Adviser. The methods used by pricing services to determine such price evaluations are described below.
◾ Futures contracts listed on exchanges are valued at their reported settlement price. Option contracts listed on exchanges
are valued based upon the mean of closing bid and ask quotations reported by the exchange or from one or more futures commission merchants.
◾ OTC derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Adviser. The methods used by pricing services to determine such price evaluations are described below. If a price evaluation from a pricing
service is not readily available, such derivative contracts may be fair valued based upon price evaluations from one or more
dealers or using a recognized pricing model for the contract.
◾ Shares of other mutual funds or nonexchange-traded investment companies are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances under which they will use fair value pricing and the effects
of using fair value pricing.
If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, if
the Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable
period of time as set forth in the Adviser’s valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security, the Fund will use the
fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund
could purchase or sell an investment at the price used to calculate the Fund’s NAV. The Fund will not use a pricing service or dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The NAV calculation includes expenses, dividend income, interest income, other income and realized and unrealized investment
gains and losses through the date of the calculation. Changes in holdings of investments and in the number of outstanding
Shares are included in the calculation not later than the first business day following such change. Any assets or liabilities denominated
in foreign currencies are converted into U.S. dollars using an exchange rate obtained from a third party.
The Fund follows procedures that are common in the mutual fund industry regarding errors made in the calculation of its NAV. This means that, generally, the Fund will not correct errors of less than one cent per Share.
Fair Valuation and Significant Events Procedures
Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board has designated the Adviser as the Fund’s valuation designee to perform the fair value determination for securities and other assets held by the Fund. The Adviser,
acting through its “Valuation Committee,” is responsible for determining the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised of officers of the Adviser and certain of the Adviser’s affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation Committee is also authorized to use pricing services to provide price evaluations of the current fair value of certain investments for purposes of calculating the NAV. The Valuation Committee is subject to Board oversight and certain reporting and other requirements intended to provide the Board the information it needs to oversee the Adviser’s fair value determinations.
Pricing Service Valuations. The Valuation Committee, subject to Board oversight, is authorized to use pricing services that provide daily fair value evaluations of the current value of certain investments, primarily fixed-income securities and OTC
derivatives contracts. Different pricing services may provide different price evaluations for the same security because of
differences in their methods of evaluating market values. Factors considered by pricing services in evaluating an investment
include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments,
terms and type, reported transactions, indications as to values from dealers and general market conditions. A pricing service
may find it more difficult to apply these and other factors to relatively illiquid or volatile investments, which may result in
less frequent or more significant changes in the price evaluations of these investments. If a pricing service determines that it
does not have sufficient information to use its standard methodology, it may evaluate an investment based on the present value of what
investors can reasonably expect to receive from the issuer’s operations or liquidation.
Special valuation considerations may apply with respect to the Fund’s “odd-lot” positions, if any, as the Fund may receive lower prices when it sells such positions than it would receive for sales of institutional round lot positions. Typically,
these securities are valued assuming orderly transactions of institutional round lot sizes, but the Fund may hold or, from time
to time, transact in such securities in smaller, odd lot sizes.
The Valuation Committee oversees the Fund’s pricing services, which includes, among other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day, back-testing of pricing services’ prices against actual sale transactions, conducting periodic due diligence meetings and reviews, and periodically reviewing the inputs,
assumptions and methodologies used by these pricing services. If information furnished by a pricing service is not readily
available or, in the opinion of the Valuation Committee, is deemed not representative of the fair value of such security,
the security will be fair valued by the Valuation Committee in accordance with procedures established by the Adviser as discussed below in “Fair Valuation Procedures.”
Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a “bid” evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the bid and ask prices for the investment (a “mid” evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for any other types
of fixed-income securities and any OTC derivative contracts.
Fair Valuation Procedures. The Adviser has established procedures for determining the fair value of investments for which price evaluations from pricing services or dealers and market quotations are not readily available. The procedures define
an investment’s “fair value” as the price that the Fund might reasonably expect to receive upon its current sale. The procedures assume that any sale would be made to a willing buyer in the ordinary course of trading. The procedures require consideration
of factors that vary based on the type of investment and the information available. Factors that may be considered in determining
an investment’s fair value include: (1) the last reported price at which the investment was traded; (2) information provided by dealers or investment analysts regarding the investment or the issuer; (3) changes in financial conditions and business prospects
disclosed in the issuer’s financial statements and other reports; (4) publicly announced transactions (such as tender offers and mergers) involving the issuer; (5) comparisons to other investments or to financial indices that are correlated to the investment;
(6) with respect to fixed-income investments, changes in market yields and spreads; (7) with respect to investments that have
been suspended from trading, the circumstances leading to the suspension; and (8) other factors that might affect the investment’s value.
The Valuation Committee is responsible for the day-to-day implementation of these procedures subject to the oversight of the Board. The Valuation Committee may also authorize the use of a financial valuation model to determine the fair value of a specific type of investment. The Board periodically reviews the fair valuations made by the Valuation Committee. The Board has also approved the Adviser’s fair valuation procedures and significant events procedures as part of the Fund’s compliance program and will review any changes made to the procedures.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and from the prices used by other registered funds to calculate their NAVs. The application of the fair value procedures to an investment represents a good faith determination of such investment’s fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the Fund determines
its NAV per share, and the actual value could be materially different.
Significant Events. The Adviser has adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which
the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered
significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close
of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:
◾ With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading
of foreign securities index futures contracts;
◾ Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities
are traded; and
◾ Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster
affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Adviser has adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign
stock exchanges to the pricing time of the Fund. The pricing service uses models that correlate changes between the closing and
opening price of equity securities traded primarily in non-U.S. markets to changes in prices in U.S.-traded securities and
derivative contracts. The pricing service seeks to employ the model that provides the most significant correlation based on
a periodic review of the results. The model uses the correlation to adjust the reported closing price of a foreign equity security
based on information available up to the close of the NYSE.
The fair valuation of securities following a significant event can serve to reduce arbitrage opportunities for short-term
traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage opportunities may exist when the
market on which portfolio securities are traded closes before the Fund calculates its NAV, which is typically the case with Asian
and European markets. However, there is no assurance that these significant event procedures will prevent dilution of the NAV
by short-term traders.
For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the fair value of the investment is determined
using the methods discussed above in “Fair Valuation Procedures.” The Board periodically reviews fair valuations made in response to significant events.
REDEMPTION IN-KIND
Although the Fund intends to pay Share redemptions in cash, it reserves the right, as described below, to pay the redemption
price in whole or in part by a distribution of the Fund’s portfolio securities.
Because the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such Share
class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Fund’s Board determines that payment should be in-kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio securities,
valued in the same way as the Fund determines its NAV. The portfolio securities will be selected in a manner that the Fund’s Board deems fair and equitable and, to the extent available, such securities will be readily marketable.
Redemption in-kind is not as liquid as a cash redemption. If redemption is made in-kind, shareholders receiving the portfolio
securities and selling them before their maturity could receive less than the redemption value of the securities and could
incur certain transaction costs.
Taxation of the Fund
The Fund intends to meet requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. If these requirements are not met, it will not receive special tax treatment and will be subject to federal corporate
income tax.
The Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains
and losses realized by the Trust’s other portfolios will be separate from those realized by the Fund.
The Fund is entitled to a loss carryforward, which may reduce the taxable income or gain that the Fund would realize, and
to which the shareholder would be subject, in the future.
Tax Basis Information
The Fund’s Transfer Agent is required to provide you with the cost basis information on the sale of any of your Shares in the Fund, subject to certain exceptions.
Foreign Investments
If the Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that
could reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign taxes to which the Fund would be subject. The effective rate of foreign tax cannot be predicted
since the amount of Fund assets to be invested within various countries is uncertain. However, the Fund intends to operate
so as to qualify for treaty-reduced tax rates when applicable.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of
the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable
to currency fluctuation. Due to differences in the book and tax treatment of fixed-income securities denominated in foreign
currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations
cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income,
for income tax purposes, which may be of particular concern to certain trusts.
Certain foreign corporations may qualify as Passive Foreign Investment Companies (PFIC). There are special rules prescribing
the tax treatment of such an investment by the Fund, which could subject the Fund to federal income tax.
If more than 50% of the value of the Fund’s assets at the end of the tax year is represented by stock or securities of foreign corporations, the Fund will qualify for certain Code provisions that allow its shareholders to claim a foreign tax credit
or deduction on their U.S. income tax returns. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders who elect to deduct their portion of the Fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on their income tax returns.
The Financial Statements for the Fund for the fiscal year ended October 31, 2022, are incorporated herein by reference to the Annual Report to Shareholders of Emerging Markets Core Fund dated October 31, 2022.
Investment Ratings
Standard & Poor’s Rating Services (S&P) LONG-TERM Issue RATINGS
Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations: the likelihood of payment-capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms
of the obligation; the nature of and provisions of the obligation; and the protection afforded by, and relative position of,
the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting
creditors’ rights.
AAA—An obligation rated “AAA” has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA—An obligation rated “AA” differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
A—An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB—An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB—An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B—An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC—An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business,
financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC—An obligation rated “CC” is currently highly vulnerable to nonpayment.
C—A “C” rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition
or similar action which have not experienced a payment default. Among others, the “C” rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased
for an amount of cash or replaced by other instruments having a total value that is less than par.
D—An obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days, irrespective of any grace
period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to “D” upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value
that is less than par.
The ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
S&P Rating Outlook
An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically
six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental
business conditions.
Positive—Positive means that a rating may be raised.
Negative—Negative means that a rating may be lowered.
Stable—Stable means that a rating is not likely to change.
Developing—Developing means a rating may be raised or lowered.
N.M.—N.M. means not meaningful.
S&P Short-Term Issue RATINGS
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the United States, for example, that means obligations with an original maturity of no more than 365 days–including commercial paper.
A-1—A short-term obligation rated “A-1” is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2—A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3—A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B—A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead
to the obligor’s inadequate capacity to meet its financial commitments.
C—A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
D—A short-term obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any
stated grace period longer than five business days will be treated as five business days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
MOODY’S Investor Services, Inc. (MOODY’s) LONG-TERM RATINGS
Moody’s long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of
default.
Aaa—Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa—Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A—Obligations rated A are judged to be upper-medium-grade and are subject to low credit risk.
Baa—Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba—Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B—Obligations rated B are considered speculative and are subject to high credit risk.
Caa—Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca—Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C—Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
MOODY’S Short-Term RATINGS
Moody’s short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect the likelihood of a default on contractually promised payments.
P-1—Issuers (or supporting institutions) rated P-1 have a superior ability to repay short-term debt obligations.
P-2—Issuers (or supporting institutions) rated P-2 have a strong ability to repay short-term debt obligations.
P-3—Issuers (or supporting institutions) rated P-3 have an acceptable ability to repay short-term obligations.
NP—Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
FITCH, INC. (Fitch) LONG-TERM Debt RATINGs
Fitch long-term ratings report Fitch’s opinion on an entity’s relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the rating is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, Fitch long-term ratings also address relative vulnerability to bankruptcy,
administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and
therefore voluntary use of such mechanisms.
AAA: Highest Credit Quality—“AAA” ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
AA: Very High Credit Quality—“AA” ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High Credit Quality—“A” ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good Credit Quality—“BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair
this capacity.
BB: Speculative—“BB” ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing
of financial commitments.
B: Highly Speculative—“B” ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the
business and economic environment.
CCC: Substantial Credit Risk—Default is a real possibility.
CC: Very High Levels of Credit Risk—Default of some kind appears probable.
C: Exceptionally High Levels of Credit Risk—Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a “C” category rating for an issuer include: (a) the issuer has entered into a grace or cure period following non-payment of a material financial obligation; (b) the issuer has entered into a temporary negotiated waiver or standstill
agreement following a payment default on a material financial obligation; or (c) Fitch otherwise believes a condition of “RD” or “D” to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
RD: Restricted Default—“RD” ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership,
liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: (a) the
selective payment default on a specific class or currency of debt; (b) the uncured expiry of any applicable grace period,
cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material
financial obligation; (c) the extension of multiple waivers or forbearance periods upon a payment default on one or more material
financial obligations, either in series or in parallel; or (d) execution of a distressed debt exchange on one or more material
financial obligations.
D: Default—“D” ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration
of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed
debt exchange.
“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period
during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed
debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.
FITCH SHORT-TERM DEBT RATINGs
A Fitch short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated
entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing
the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit Quality—Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality—Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality—The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative Short-Term Credit Quality—Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near-term adverse changes in financial and economic conditions.
C: High Short-Term Default Risk—Default is a real possibility.
RD: Restricted Default—Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D: Default—Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A.M. BEST Company, Inc. (a.m. best) LONG-TERM DEBT and Preferred Stock RATINGS
A Best’s long-term debt rating is Best’s independent opinion of an issuer/entity’s ability to meet its ongoing financial obligations to security holders when due.
aaa: Exceptional—Assigned to issues where the issuer has an exceptional ability to meet the terms of the obligation.
aa: Very Strong—Assigned to issues where the issuer has a very strong ability to meet the terms of the obligation.
a: Strong—Assigned to issues where the issuer has a strong ability to meet the terms of the obligation.
bbb: Adequate—Assigned to issues where the issuer has an adequate ability to meet the terms of the obligation; however, the issue is more susceptible to changes in economic or other conditions.
bb: Speculative—Assigned to issues where the issuer has speculative credit characteristics, generally due to a modest margin or principal and interest payment protection and vulnerability to economic changes.
b: Very Speculative—Assigned to issues where the issuer has very speculative credit characteristics, generally due to a modest margin of principal and interest payment protection and extreme vulnerability to economic changes.
ccc, cc, c: Extremely Speculative—Assigned to issues where the issuer has extremely speculative credit characteristics, generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse
changes in economic or other conditions.
d: In Default—Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a bankruptcy petition or similar action has been filed.
Ratings from “aa” to “ccc” may be enhanced with a “+” (plus) or “-” (minus) to indicate whether credit quality is near the top or bottom of a category.
A.M. BEST SHORT-TERM DEBT RATINGS
A Best’s short-term debt rating is Best’s opinion of an issuer/entity’s ability to meet its financial obligations having original maturities of generally less than one year, such as commercial paper.
AMB-1+ Strongest—Assigned to issues where the issuer has the strongest ability to repay short-term debt obligations.
AMB-1 Outstanding—Assigned to issues where the issuer has an outstanding ability to repay short-term debt obligations.
AMB-2 Satisfactory—Assigned to issues where the issuer has a satisfactory ability to repay short-term debt obligations.
AMB-3 Adequate—Assigned to issues where the issuer has an adequate ability to repay short-term debt obligations; however, adverse economic conditions likely will reduce the issuer’s capacity to meet its financial commitments.
AMB-4 Speculative—Assigned to issues where the issuer has speculative credit characteristics and is vulnerable to adverse economic or other external changes, which could have a marked impact on the company’s ability to meet its financial commitments.
d: In Default—Assigned to issues in default on payment of principal, interest or other terms and conditions, or when a bankruptcy petition or similar action has been filed.
A.M. Best Rating Modifiers
Both long- and short-term credit ratings can be assigned a modifier.
u—Indicates the rating may change in the near term, typically within six months. Generally is event-driven, with positive, negative or developing implications.
pd—Indicates ratings assigned to a company that chose not to participate in A.M. Best’s interactive rating process. (Discontinued in 2010).
i—Indicates rating assigned is indicative.
A.M. BEST RATING OUTLOOK
A.M. Best Credit Ratings are assigned a Rating Outlook that indicates the potential direction of a credit rating over an intermediate term, generally defined as the next 12 to 36 months.
Positive—Indicates possible ratings upgrade due to favorable financial/market trends relative to the current trading level.
Negative—Indicates possible ratings downgrade due to unfavorable financial/market trends relative to the current trading level.
Stable—Indicates low likelihood of rating change due to stable financial/market trends.
Not Rated
Certain nationally recognized statistical rating organizations (NRSROs) may designate certain issues as NR, meaning that the
issue or obligation is not rated.
Addresses
Emerging Markets Core Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Placement Agent
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Adviser
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Investment Sub-Adviser
Federated Hermes (UK) LLP
150 Cheapside
London EC2V 6ET
United Kingdom
Custodian
State Street Bank and Trust Company
1 Iron Street
Boston, MA 02110
Transfer Agent and Dividend Disbursing Agent
DST Asset Manager Solutions, Inc.
P.O. Box 219318
Kansas City, MO 64121-9318
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
Appendix
The following is a list of persons, other than the Adviser and its affiliates, that have been approved to receive nonpublic
portfolio holdings information concerning the Federated Hermes Complex; however, certain persons below might not receive such information concerning the Fund:
CUSTODIAN(S)
State Street Bank and Trust Company
Securities Lending Agent
Citibank, N.A.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
LEGAL COUNSEL
Goodwin Procter LLP
K&L Gates LLP
Financial Printer(S)
Donnelley Financial Solutions
Proxy Voting Administrator
Glass Lewis & Co., LLC
SECURITY PRICING SERVICES
Bloomberg L.P.
IHS Markit (Markit North America)
ICE Data Pricing & Reference Data, LLC
JPMorgan PricingDirect
Refinitiv US Holdings Inc.
RATINGS AGENCIES
Fitch, Inc.
Moody’s Investors Service, Inc.
Standard & Poor’s Financial Services LLC
Other SERVICE PROVIDERS
Other types of service providers that have been approved to receive nonpublic portfolio holdings information include service
providers offering, for example, trade order management systems, portfolio analytics, or performance and accounting systems,
such as:
ACA Technology Surveillance, Inc.
Bank of America Merrill Lynch
Bloomberg L.P.
Charles River Development
Citibank, N.A.
Eagle Investment Systems LLC
Electra Information Systems
FactSet Research Systems Inc.
FISGlobal
Institutional Shareholder Services
Investortools, Inc.
MSCI ESG Research LLC
Sustainalytics U.S. Inc.
Wolters Kluwer N.V.
Item 28. Exhibits
| (c) |
Instruments Defining Rights of Security Holders |
|
| |
Not applicable |
|
| (d) |
Investment Advisory Contracts |
|
| |
|
|
| 1 |
Federated Investment Management Company
Conformed
copy of the Investment Advisory Contract of the Registrant on behalf of Federated Bank Loan Core Fund dated August 13, 2010, including
Exhibit A and Limited Power of Attorney dated June 1, 2017 as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File
No. 811-8519) |
|
| |
|
|
| 2 |
Federated Investment Management Company
Conformed
copy of the Investment Advisory Contract of the Registrant on behalf of High Yield Bond Portfolio and Federated Mortgage Core Portfolio
dated June 1, 2014, including Exhibits A and B and Limited Power of Attorney dated June 1, 2017 as filed via EDGAR in Amendment No. 78
on August 26, 2021 on Form N-1A (File No. 811-8519) |
|
| |
|
|
| 3 |
Federated Investment Management Company
Conformed
copy of the Investment Advisory Contract of the Registrant on behalf of Emerging Markets Core Fund dated February 10, 2016, including
Exhibit A and Limited Power of Attorney dated June 1, 2017 as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File
No. 811-8519) |
|
| |
|
|
| 4 |
Federated Investors (UK) LLP
Conformed
copy of the Subadvisory Agreement of the Registrant on behalf of Emerging Markets Core Fund dated June 3, 2016, including Appendix A and
Limited Power of Attorney dated June 1, 2017 as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File No. 811-8519) |
|
| (e) |
Underwriting Contracts |
|
| 1 |
Conformed copy of the Exclusive Placement Agent Agreement of the Registrant on behalf of High Yield Bond Portfolio dated December 30, 1997, including Amendment dated June 1, 2001 as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File No. 811-8519) |
|
| |
|
|
| 2 |
Conformed copy of the Exclusive Placement Agent Agreement of the Registrant on behalf of Federated Mortgage Core Portfolio dated February 19, 1999, including Amendment dated June 1, 2001 as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File No. 811-8519) |
|
| |
|
|
| 3 |
Conformed copy of the Exclusive Placement Agent Agreement of the Registrant on behalf of Federated Bank Loan Core Fund dated August 13, 2010 as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File No. 811-8519) |
|
| |
|
|
| 4 |
Conformed copy of the Exclusive Placement Agent Agreement of the Registrant on behalf of Emerging Markets Core Fund dated February 10, 2016, including Appendix I as filed via EDGAR in Amendment No. 78 on August 26, 2021 on Form N-1A (File No. 811-8519) |
|
| (f) |
Bonus or Profit Sharing Contracts |
|
| |
Not applicable |
|
| (h) |
Other Material Contracts |
|
| 1 |
Services Agreement |
|
| |
Conformed copy of Services Agreement between Federated Advisory Services Company and Federated Investment Management Company dated January 1, 2004, including Schedule 1 (revised June 1, 2022), as filed via EDGAR in Amendment No. 81 on August 26, 2022 on Form N-1A (File No. 811-8519) |
|
| 2 |
Transfer Agency Agreement |
|
| (a) |
Conformed copy of the Services Agreement between the Federated Hermes Funds and DST Asset Manager Solutions, Inc. dated June 1, 2022, including Schedule A (revised September 2, 2022) |
+ |
| (b) |
Conformed copy of the Assignment of the Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company to DST Asset Manager Solutions, Inc. dated January 31, 2022, as filed via EDGAR in Amendment No. 80 on February 25, 2022 on Form N-1A (File No. 811-8519) |
|
| 3 |
Administrative Services Agreement |
|
| |
Conformed copy of the Fourth Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative Services dated September 1, 2022, including Exhibit A (revised December 1, 2022) and Exhibit B |
+ |
| 4 |
Financial Administration and Accounting Agreement |
|
| |
Conformed copy of the Financial Administration and Accounting Services Agreement between the Federated Funds and State Street Bank and Trust Company dated March 1, 2011, as amended, including Exhibit A (updated as of December 1, 2021), as filed via EDGAR in Amendment No. 81 on August 26, 2022 on Form N-1A (File No. 811-8519) |
|
| 5 |
Fund of Funds Investment Agreement |
|
| (a) |
Conformed copy of the Fund of Funds Investment Agreement between the Registrant and Federated Hermes Global Allocation Fund, as filed via EDGAR in Amendment No. 80 on February 25, 2022 on Form N-1A (File No. 811-8519) |
|
| (b) |
Conformed copy of the Fund of Funds Investment Agreement between the Registrant and Federated Hermes Income Securities Trust, as filed via EDGAR in Amendment No. 80 on February 25, 2022 on Form N-1A (File No. 811-8519) |
|
| (c) |
Conformed copy of the Fund of Funds Investment Agreement between the Registrant and Federated Hermes Insurance Series, as filed via EDGAR in Amendment No. 80 on February 25, 2022 on Form N-1A (File No. 811-8519) |
|
| (d) |
Conformed copy of the Fund of Funds Investment Agreement between the Registrant and Federated Hermes MDT Series, as filed via EDGAR in Amendment No. 80 on February 25, 2022 on Form N-1A (File No. 811-8519) |
|
| (i) |
Legal Opinion |
|
| |
Not applicable |
|
| (j) |
Other Opinions |
|
| |
Not applicable |
|
| (k) |
Omitted Financial Statements |
|
| |
Not applicable |
|
| (l) |
Initial Capital Agreements |
|
| |
Conformed copy of Initial Capital Understanding, as filed in Post-Effective Amendment No. 1 on January 30, 1998 on Form N-1A (File No. 811-8519) |
|
| (m) |
Rule 12b-1 Plan |
|
| |
Not applicable |
|
| (n) |
Rule 18f-3 Plan |
|
| |
Not applicable |
|
| + |
Exhibit is being filed electronically with registration statement |
|
| 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 Declaration of Trust, as amended. This includes indemnification against: (a) any liabilities or expenses
incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may
have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable
information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business
to satisfy a legal or procedural requirement of such regulator or counterparty.
The Investment Advisory Contracts, and Sub-advisory Agreements as applicable,
(collectively, “Advisory Contracts”) between the Registrant and the investment advisers, and sub-advisers as applicable, (collectively,
“Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard
of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers shall not be liable to the Registrant
or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that
may be sustained in the purchase, holding, or sale of any security.
The Registrant’s distribution contract contains provisions limiting
the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances.
Registrant's Trustees and Officers are covered by an Investment Trust
Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration
of Trust, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees), Officers, or controlling persons
of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or
controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant
pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange
Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying
with the applicable provisions of the Declaration of Trust, as amended, or otherwise, in the absence of a final decision on the merits
by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence
of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party
Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee
was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further
undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an Officer, Trustee or controlling person of the Registrant will not be made absent
the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant
is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees
or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be
entitled to indemnification. |
|
Item 31. Business and Other Connections of Investment Adviser:
Federated Investment Management Company |
| For a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A. The affiliations with the Registrant of two of the Trustees and two of the Officers of the Investment Adviser are included in Part B of this Registration Statement under "Who Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser and, in parentheses, their principal occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Hermes, Inc.), 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779, John B. Fisher, (Vice Chairman, Federated Hermes, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779 and James J. Gallagher, II, Partner, Morris James LLP, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801-1494. The business address of each of the Officers of the Investment Adviser is 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. These individuals are also officers of a majority of the Investment Advisers to the investment companies in the Federated Hermes Fund Complex described in Part B of this Registration Statement. |
| The Officers of the Investment Adviser are: |
| Chairman: |
J. Christopher Donahue |
| President/ Chief Executive Officer: |
John B. Fisher |
| Executive Vice Presidents: |
Deborah A. Cunningham
Anne H. Kruczek
Robert J. Ostrowski
Timothy G. Trebilcock |
| Senior Vice Presidents: |
Todd Abraham
Randall S. Bauer
Jonathan C. Conley
Mark E. Durbiano
Donald T. Ellenberger
Eamonn G. Folan
Richard J. Gallo
John T. Gentry
Michael R. Granito
Lori A. Hensler
Susan R. Hill
William R. Jamison
Jeffrey A. Kozemchak
Tracey L. Lusk
Judith J. Mackin
Marian R. Marinack
Mary Jo Ochson
Ihab Salib
Michael W. Sirianni, Jr.
Steven J. Wagner
Paige Wilhelm
|
| Vice Presidents: |
John Badeer
Christopher S. Bodamer
G. Andrew Bonnewell
Hanan Callas
David B. Catalane, Jr.
Nicholas S. Cecchini
James Chelmu
Leslie Ciferno
Jerome Conner
Lee R. Cunningham, II
Gregory Czamara, V
B. Anthony Delserone, Jr.
Jason DeVito
Bryan Dingle
William Ehling
Ann Ferentino
Kevin M. Fitzpatrick
Timothy P. Gannon
Kathryn P. Glass
James L. Grant
Nathan H. Kehm
Allen J. Knizner
Karen Manna
Daniel James Mastalski
Robert J. Matthews
Christopher McGinley
Keith E. Michaud
Karl Mocharko
Joseph M. Natoli
Gene Neavin
Bob Nolte
Liam O’Connell
Mary Kay Pavuk
John Polinski
Rae Ann Rice
Brian Ruffner
Thomas C. Scherr
John Sidawi
Paul Smith
Peter Snook
Kyle Stewart
Randal Stuckwish
Mary Ellen Tesla
James Damen Thompson
Nicholas S. Tripodes
Anthony A. Venturino
Mark Weiss
George B. Wright
Christopher Wu
|
| Assistant Vice Presidents: |
Patrick Benacci
Brandon Ray Hochstetler
Christopher F. Hopkins
Jeff J. Ignelzi
Bennett L. Lo
Nick Navari
Bradley Payne
Braden Rotberg
John W. Scullion
Steven J. Slanika
Tyler R. Stenger
Patrick O. Watson
Michael S. Wilson
John E. Wyda |
| Secretary: |
G. Andrew Bonnewell |
| Assistant Secretaries: |
Edward C. Bartley
George F. Magera
|
| Treasurer: |
Thomas R. Donahue |
| Assistant Treasurers: |
Jeremy D. Boughton
Richard A. Novak |
| Chief Compliance Officer: |
Stephen Van Meter |
| Item 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 ETF Trust |
| |
Federated Hermes Equity Funds |
| |
Federated Hermes Equity Income Fund, Inc. |
| |
Federated Hermes Fixed Income Securities, Inc. |
| |
Federated Hermes Global Allocation Fund |
| |
Federated Hermes Government Income Securities, Inc. |
| |
Federated Hermes Government Income Trust |
| |
Federated Hermes High Income Bond Fund, Inc. |
| |
Federated Hermes High Yield Trust |
| |
Federated Hermes Income Securities Trust |
| |
Federated Hermes Index Trust |
| |
Federated Hermes Institutional Trust |
| |
Federated Hermes Insurance Series |
| |
Federated Hermes Intermediate Municipal Trust |
| |
Federated Hermes International Series, Inc. |
| |
Federated Hermes Investment Series Funds, Inc. |
| |
Federated Hermes Managed Pool Series |
| |
Federated Hermes MDT Series |
| |
Federated Hermes Money Market Obligations Trust |
| |
Federated Hermes Municipal Bond Fund, Inc. |
| |
Federated Hermes Municipal Securities Income Trust |
| |
Federated Hermes Premier Municipal Income Fund |
| |
Federated Hermes Project and Trade Finance Tender Fund |
| |
Federated Hermes Short-Intermediate Duration Municipal Trust |
| |
Federated Hermes Short-Intermediate Government Trust |
| |
Federated Hermes Short-Term Government Trust |
| |
Federated Hermes Total Return Government Bond Fund |
| |
Federated Hermes Total Return Series, Inc. |
| |
Federated Hermes World Investment Series, Inc. |
| (b) |
|
|
|
(1)
Positions and Offices with Distributor |
(2)
Name
|
(3)
Positions and Offices With Registrant |
| Executive Vice President, Assistant Secretary and Director: |
Thomas R. Donahue |
|
| President and Director: |
Paul Uhlman |
|
| Vice President and Director: |
Peter J. Germain |
|
| Director: |
Frank C. Senchak |
|
|
(1)
Positions and Offices with Distributor |
(2)
Name
|
(3)
Positions and Offices With Registrant |
| Executive Vice Presidents: |
Michael Bappert
Peter W. Eisenbrandt
Anne H. Kruczek
Amy M. Michaliszyn
Brian S. Ronayne |
|
| Senior Vice Presidents: |
Irving Anderson
Christopher D. Berg
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.
Jack C. Ebenreiter
James Getz, Jr.
Erik Gosule
Scott A. Gunderson
Dayna C. Haferkamp
Vincent L. Harper, Jr.
Bruce E. Hastings
Jeffrey S. Jones
Ryan W. Jones
Scott D. Kavanagh
Scott R. Kelley
Michael Koenig
Edwin C. Koontz
Jane E. Lambesis
Michael Liss
Judith J. Mackin
Brian McInis
Diane Marzula
Richard C. Mihm
Vincent T. Morrow
John C. Mosko
Alec H. Neilly
James E. Ostrowski
Stephen Otto
Richard P. Paulson
Richard A. Recker
Diane M. Robinson
Timothy A. Rosewicz
Eduardo G. Sanchez
Tom Schinabeck
Peter C. Siconolfi
Edward L. Smith
John A. Staley
Mark J. Strubel
William C. Tustin
G. Walter Whalen
Lewis C. Williams
Theodore E. Williams
Michael Wolff
Daniel R. Wroble
Erik Zettlemayer |
|
| Vice Presidents: |
Frank Amato
Catherine M. Applegate
Kenneth C. Baber
Raisa E. Barkaloff
Robert W. Bauman
Marc Benacci
Joshua W. Billiel
Bill Boarts
Zachary Bono
Matthew A. Boyle
Thomas R. Brown
Ryan P. Cain
Mark Carroll
Dan Casey
Stephen J. Costlow
Mary Ellen Coyne
David G. Dankmyer
Christopher T. Davis
Michael DiMarsico
Charles R. Ebbs
Mark A. Flisek
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
Joseph R. Lantz
David M. Larrick
John S. Larson
Anthony W. Lennon
Justin Levy
John P. Liekar
Jonathan Lipinski
Paul J. Magan
Alexi A. Maravel
Meghan McAndrew
Samuel McGowan
Daniel McGrath
Mark J. Murphy
Ryan M. Newman
Catherine M. Nied
Ted Noethling
John A. O’Neill
Mark Patsy
Marcus Persichetti
Max E. Recker
Emory Redd
Matt Ryan
John Shrewsbury
Bradley Smith
John R. Stanley
Jonathan Sullivan
Gregory Tzanoukakis
James M. Wagner
David Wasik
Brian R. Willer
Littell Wilson Jr.
James J. Wojciak |
|
| |
|
| Assistant Vice Presidents: |
Debbie Adams-Marshall
Edward R. Costello
Adina A. Davis
Madison Dischinger
Kristen C. Kiesling
Leah Kaitlin Leitzel
Stephen R. Massey
John K. Murray
Kathryn Ringer
Melissa R. Ryan
Carol Anne Sheppard
Scott A. Vallina
Laura Vickerman |
|
| Secretary: |
Kary A. Moore |
|
| Assistant Secretaries: |
Edward C. Bartley |
|
| |
Thomas R. Donahue |
|
| |
George F. Magera |
|
| Treasurer: |
Richard A. Novak |
|
| Assistant Treasurer: |
Jeremy D. Boughton |
|
| Chief Compliance Officer: |
Stephen Van Meter |
|
| Item 33. Location of Accounts and Records: |
| All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations: |
| Registrant |
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Notices should be sent to the Agent for Service at the address listed
on the facing page of this filing.) |
|
Federated Administrative Services
(Administrator) |
1001 Liberty Avenue
Pittsburgh, PA 15222-3779 |
|
Federated Investment Management Company
(“Adviser” to Emerging Markets Core Fund, Federated Bank
Loan Core Fund, Federated Mortgage Core Portfolio and High Yield Bond Portfolio) |
1001 Liberty Avenue
Pittsburgh, PA 15222-3779 |
|
Federated Hermes (UK) LLP
(Adviser)
(“Sub-Adviser” to Emerging Markets Core Fund) |
150 Cheapside
London EC2V 6ET
England |
|
DST Asset Manager Solutions, Inc.
(Transfer Agent and Dividend Disbursing Agent)
|
P.O. Box 219318
Kansas City, MO 64121-9318 |
|
State Street Bank and Trust Company
(Custodian)
|
1 Iron Street
Boston, MA 02110 |
| 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 Investment Company Act of 1940,
the Registrant, Federated Hermes Core 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 29th day of December 2022. |
| FEDERATED HERMES CORE TRUST |
|
BY: /s/ George F. Magera
George F. Magera, Assistant Secretary
December 29, 2022 |
Exhibit 28 (h) (2) (a) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Services Agreement
This Services Agreement (the “Agreement”)
is entered into and effective as of June 1, 2022 (the “Effective Date”) by and between:
| 1. | DST Asset Manager Solutions, Inc., a corporation organized in the
Commonwealth of Massachusetts (referred to herein as “DST” or the “Transfer Agent”), and |
| 2. | Each of the investment vehicles listed in Schedule A (each, a “Fund”
and collectively, the “Funds”); |
The Funds and DST each may be referred to individually
as a “Party” or collectively as “Parties.”
| 1. | Definitions; Interpretation |
1.1.
As used in this Agreement, the following terms have the following meanings:
(a)
“Action” means any civil, criminal, regulatory or administrative lawsuit, allegation,
demand, claim, counterclaim, action, dispute, sanction, suit, request, inquiry, investigation, arbitration or proceeding, in each case,
made, asserted, commenced or threatened by any Person (including any Government Authority).
(b)
“Affiliate” means, with respect to any Person, any other Person that is controlled
by, controls, or is under common control with such Person and “control” of a Person means: (i) ownership of, or possession
of the right to vote, more than 25% of the outstanding voting equity of that Person or (ii) the right to control the appointment of the
board of directors or analogous governing body, management or executive officers of that Person.
(c)
"Authorized Person” has the meaning set forth in Schedule B "Services"
hereto, Section B.1.A(ii).
(d)
“Business Day” means a day other than a Saturday or Sunday on which the New York
Stock Exchange is open for business.
(e)
“Claim” means any Action arising out of the subject matter of, or in any way related
to, this Agreement, its formation or the Services.
(f)
“Fund Data” means all information Fund, including data related to securities trades
and other transaction data, investment returns, issue descriptions, and Market Data provided by the Fund and all output and derivatives
thereof, necessary to enable DST to perform the Services, but excluding DST Property.
(g)
“Confidential Information” means any information about the Fund or DST, including
this Agreement, and any third party information that either Party is required to keep confidential, including Customer Information, except
for information that (i) is or becomes part of the public domain without breach of this Agreement by the receiving Party, (ii) was rightfully
acquired from a third party, or is developed independently, by the receiving Party, or (iii) is generally known by Persons in the technology,
securities, or financial services industries.
(h)
“Customer Information” means all the customer identifying data however collected
or received, including without limitation, through “cookies” or non-electronic means pertaining to or identifiable to the
Fund’s shareholders, prospective shareholders and plan administrators (collectively, “Fund Customers”), including without
limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic
data, marketing data, data about securities transactions, credit data or any other identification data; or (ii) any data otherwise submitted
in the process of registering for a Fund service. For the avoidance of doubt, Customer Information shall include, without limitation,
all “nonpublic personal information,” as defined under the GLB Act and all “personal information” as defined in
the Mass Privacy Act.
(i)
“Data Supplier” means a third party supplier of Market Data.
(j)
“DST Associates” means DST and each of its Affiliates, members, shareholders,
directors, officers, partners, employees, agents, successors or assigns.
(k)
“DST Property” means all hardware, software, source code, data, report designs,
spreadsheet formulas, information gathering or reporting techniques, know-how, technology and all other property commonly referred to
as intellectual property used by DST in connection with its performance of the Services.
(l)
“GLB Act" means the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat.
1138)
(m)
“Governing Documents” means the constitutional documents of an entity and, with
respect to the Fund, the Fund’s prospectus and statement of additional information and all minutes of meetings of the board of directors
or analogous governing body.
(n)
“Government Authority” means any relevant administrative, judicial, executive,
legislative or other governmental or intergovernmental entity, department, agency, commission, board, bureau or court, and any other regulatory
or self-regulatory organizations, in any country or jurisdiction.
(o)
“Law” means statutes, rules, regulations, interpretations and orders of any Government
Authority that are applicable to the party upon which compliance with such Law is being required or to its business.
(p)
“Losses” means any and all compensatory, direct, indirect, special, incidental,
consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses,
interest, applicable taxes or other losses of any kind.
(q)
“Market Data” means any third party market and reference data.
(r)
“Mass Privacy Act” means the Massachusetts Standards for the Protection of Personal
Information, 201 CMR 17.00, et seq.
(s)
“Person” means any natural person or corporate or unincorporated entity or organization
and that person’s personal representatives, successors and permitted assigns.
(t)
“Services” means the services listed in Schedule A, as may be amended,
or under such other service Schedules, which may be added to this Agreement by the Parties from time to time.
(u)
“Service Schedules” has the meaning set forth in Section 2.1.
(v)
“Third Party Claim” means a Claim (i) brought by any Person other than the indemnifying
Party or (ii) brought by a Party on behalf of or that could otherwise be asserted by a third party.
1.2.
Other capitalized terms used in this Agreement but not defined in this Section 1 shall have the meanings
ascribed thereto.
1.3.
Section and Schedule headings shall not affect the interpretation of this Agreement. This Agreement
includes the schedules and appendices hereto. In the event of a conflict between this Agreement and a schedule or appendix, the former
shall control, except to the extent that such schedule or appendix expressly provides otherwise as to the services under such schedule
or appendix.
1.4.
Words in the singular include the plural and words in the plural include the singular. The words
“including,” “includes,” “included” and “include”, when used, are deemed to be followed
by the words “without limitation.” Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “hereof,” “herein” and “hereunder” and words of analogous import
shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
1.5.
The Parties’ duties and obligations are governed by and limited to the express terms and conditions
of this Agreement, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice,
or any internal policies or procedures of any Party that are not referenced in this Agreement or the applicable Schedule. The Parties
have mutually negotiated the terms hereof and there shall be no presumption of law relating to the interpretation of contracts against
the drafter.
2.1.
Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and
diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, the Services
set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service
Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules,
or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties
or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change
the Services, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt
DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the
Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services
necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2.
In carrying out its duties and obligations pursuant to this Agreement, some or all Services may,
with the Fund’s prior written consent, be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent
to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided
that such
Persons are selected in good
faith and
with reasonable
care and
are monitored
by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation
shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and
(iii) DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient
detail to enable the Fund to revoke its consent to a particular arrangement.
2.3.
[ ]
2.4.
Charges attendant to the development of reasonable changes to the TA2000 System requested by the
Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee
Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled
to increase its fees by an amount to be mutually agreed upon in the Fee Letter.
3.1.
The management and control of the Fund are vested exclusively in the Fund’s governing body
(e.g., the board of directors or trustees for a Fund that is a mutual fund or the Trustee for a Fund that is a collective trust, as applicable)
and such officers and agents as may be appointed by the board from time to time, subject to the terms and provisions of the Fund’s
Governing Documents. The Fund’s governing body and the duly appointed officers and agents appointed by the governing body on behalf
of the Fund will make all decisions, perform all management functions relating to the operation of the Fund and shall authorize all Transactions.
Without limiting the foregoing, the Fund shall:
(a)
Designate properly qualified individuals to oversee the Services and establish and maintain internal
controls, including monitoring the ongoing activities of the Fund.
(b)
Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve
all reports, analyses and records resulting from the Services and inform DST of any errors that it is in a position to identify.
(c)
Provide DST with timely and accurate information required by DST in order to perform the Services
and its duties and obligations hereunder.
3.2.
Without limiting DST’s obligations to comply with applicable Law and the Fund’s Governing
Documents, the Fund is responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s
responsibility to provide all final Fund Governing Documents as of the Effective Date. The Fund will notify DST in writing of any changes
to the Fund Governing Documents, with the exception of minutes of meetings of the board of directors, that may materially impact the Services
prior to such changes taking effect. DST is not responsible for monitoring compliance by the Fund with (i) Law, or (ii) its respective
Governing Documents.
3.3.
In the event that Market Data is supplied to or through DST Associates in connection with the Services,
the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be
used by the Fund in connection with the Services and (ii) not be disseminated by the Fund or used to populate internal systems in lieu
of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued
with or without notice. Notwithstanding anything in this Agreement to the contrary, neither DST nor any Data Supplier shall be liable
to the Fund or any other Person for any Losses with respect to Market Data, reliance by DST Associates or the Fund on Market Data or the
provision of Market Data in connection with this Agreement.
3.4.
The Fund shall deliver, and procure that its agents, counsel, advisors, auditors, and any other Persons
promptly deliver to DST all Fund Data. The Fund shall arrange with each such Person to deliver such information and materials on a timely
basis, and DST will not be required to enter any agreements with that Person in order for DST to provide the Services.
3.5.
Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith and
without negligence, willful misconduct or fraud, DST Associates shall be entitled to rely on the authenticity, completeness and accuracy
of information and communications received by DST Associates from Authorized Persons, or Proper Instructions from the Fund in connection
with the performance of the Services and DST’s duties and obligations hereunder, without further enquiry or liability.
4.1.
The initial term of this Agreement will be from the Effective Date through February 28, 2027 (“Initial
Term”). Thereafter, this Agreement will automatically renew for successive terms of 1 year each unless either DST or the Fund
provides the other with a written notice of termination at least 180 calendar days prior to the commencement of any successive term (such
periods, in the aggregate, the “Term”).
5.1.
DST or the Fund also may, by written notice to the other, terminate this Agreement for cause if any
of the following events occur:
(a)
The Fund breaches any material term, condition or provision of this Agreement, which breach, if capable
of being cured, is not cured within 60 calendar days after DST gives the Fund written notice of such breach.
(b)
DST breaches any material term, condition or provision of this Agreement, which breach, if capable
of being cured, is not cured within 60 calendar days after the Fund gives DST written notice of such breach.
(c)
The other Party (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing
its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control
of a trustee, receiver or analogous authority, or (iii) becomes subject to any bankruptcy, insolvency or analogous proceeding or (iv)
where the other Party is the Fund, material changes in the Fund’s Governing Documents or the assumptions set forth in the Fee Letter
are mutually agreed by both parties in writing to materially affect the Services or to be materially adverse to DST.
If any such event occurs, the termination
will become effective immediately or on the date stated in the written notice of termination, which date shall not be greater than 90
calendar days after the event.
5.2.
[ ]
5.3.
Upon receipt of a termination notice from the Fund, subject to the receipt by DST of all undisputed,
properly invoiced, and then-due fees, charges and expenses, DST shall continue to provide the Services up to the effective date of the
termination notice; thereafter, DST shall have no obligation to perform any services of any type unless and to the extent set forth in
an amendment to this Agreement executed by DST. In the event of the termination of this Agreement, DST shall provide reasonable exit assistance
to the Fund in converting the Fund’s records from DST’s systems to whatever services or systems are designated by the Fund
(the “Deconversion”); provided that all fees, charges and expenses have been paid, including any fees required under Section
5.4 for the balance of the unexpired portion of the Term, if applicable. The Deconversion is subject to the recompense of DST for
such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the
parties. As used herein “reasonable exit assistance” shall not include requiring DST (i) to assist any new service or system
provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s
system, (ii) to disclose any protected information of DST, including the proprietary information of DST or its affiliates, or (iii) to
develop Deconversion software, to modify any of DST’s software, or to otherwise alter the format of the data as maintained on any
provider’s systems.
5.4.
[ ]
5.5.
In the event that the Fund wishes to retain DST to perform additional transition or related post-termination
services, including providing additional data and reports, the Fund and DST shall agree in writing to the additional services and related
fees and expenses in an amendment to this Agreement. To the extent any services are performed by DST for the Fund after the termination
of this Agreement, all of the provisions of this Agreement except portions that are inapplicable to such continuing services shall survive
the termination of this Agreement for so long as those services are performed. Termination of this Agreement shall not affect: (i) any
liabilities or obligations of any Party arising before such termination (including payment of fees and expenses) or (ii) any damages or
other remedies to which a Party may be entitled for breach of this Agreement or otherwise. Sections 2.3, 5, 6, 8, 9, 10, 11, 12, and 13
of this Agreement shall survive the termination of this Agreement.
| 6. | Standard of Care, Limitation of Liability and Indemnification |
6.1. [ ]
6.2 DST
shall not be responsible for, and the Fund shall, subject to the provisions of Section 6.1 above, indemnify, defend and hold harmless
DST and its directors, officers, employees, agents, subcontractors, Affiliates and subsidiaries (the “DST Indemnitees”) from
and against direct Losses (including legal fees and costs to enforce this provision) that may at any time be asserted against or incurred
by any of them in connection with Third Party Claims solely arising out of or in connection with:
(a)
All actions of DST or DST Indemnitees required to be taken pursuant to this Agreement (including
the defense of any lawsuit in a DST’s name or the name of a DST Indemnitee), provided that such actions were taken in good faith
and without negligence, willful misconduct or fraud;
(b)
The Fund’s lack of good faith, negligence or willful misconduct;
(c)
The reliance upon, and any subsequent use of or action taken or omitted, by DST, or DST Indemnitees
on: (i) any information, records, documents, data, stock certificates or services, which are received by DST or DST Indemnitees by hard
copy, machine readable input, facsimile, data entry, email, electronic instructions, or other similar means authorized by the Fund, and
which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited
to any broker-dealer, TPA or previous transfer agent; (ii) any Proper Instructions (as defined below); (iii) any written instructions
or opinions of the Fund’s legal counsel with respect to any matter arising in connection with the services to be performed by DST
under this Agreement that are provided to DST by the Fund after consultation by the Fund with such legal counsel and that expressly allow
DST to rely upon such instructions or opinions; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed
by the proper person or persons with the authority to provide instructions to DST hereunder;
(d)
The offer or sale of Shares in violation of federal or state securities laws or regulations requiring
that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal or any state agency
with respect to the offer or sale of such Shares;
(e)
The acceptance of facsimile or email transaction requests on behalf of individual shareholders of
the Fund from broker-dealers, TPAs or the Fund, and the reliance by DST or DST Indemnitees on the broker-dealer, TPA or the Fund ensuring
that the original source documentation is in good order and properly retained;
(f)
The negotiation and processing of any checks, wires and ACH transmissions including without limitation
for deposit into, or credit to, the Fund’s demand deposit accounts maintained by DST; or
(g)
The entering into or the carrying out of any obligations under, any NSCC agreements required for
the transmission of Fund or Fund shareholder data through the NSCC clearing systems.
When used in this Agreement, the term "Proper
Instructions" shall mean a writing signed or initialed by one or more persons as shall have been authorized from time to time
by the board of directors/trustees of each Fund (the "Board") and with respect to which a written confirmation of such
authorization shall have been filed with DST by the Fund. Each such writing shall set forth the specific transaction or type of transaction
involved. Oral instructions ("Oral Instructions") will be deemed to be Proper Instructions if (a) they otherwise comply with
the definition thereof and (b) DST reasonably believes them to have been given by a person authorized to give such instructions with respect
to the transaction involved. The Fund shall promptly confirm all Oral Instructions or cause such Oral Instructions given by a third party
who is authorized to give such Oral Instructions, to be promptly confirmed in writing. Proper Instructions may include communications
effected through electro-mechanical or electronic devices. Proper Instructions, oral or written, may only be amended or changed in writing,
including without limitation through electro-mechanical or electronic device.
6.3 DST shall, subject to the provisions of Section
6.1 above, indemnify, defend and hold harmless the Fund and its directors, officers, employee, agents, subcontractors, Affiliates and
subsidiaries (the “Fund Indemnitees”) from and against direct Losses (including legal fees and costs to enforce this
provision) that may at any time be asserted against or incurred by any of them in connection with third party claims arising solely out
of or in connection with:
(a)
DST’s failure to perform the Services in accordance with the terms of this Agreement in good
faith and without negligence or willful misconduct or fraud in the performance of its obligations under the Agreement.
(b)
a claim that any aspect of the Services or systems provided under, and used within the scope of,
this Agreement infringes any U.S. patent, copyright, trade secret or other intellectual property rights. With respect to any claims under
this Section 6.3(b), DST may, in its sole discretion, either (i) procure for the Fund a right to continue to use such service or system,
(ii) replace or modify the service or system so as to be non-infringing without materially affecting the functions of the service or system,
or (iii) if, in DST’s reasonable discretion, the actions described in (i) and (ii) are not capable of being accomplished on commercially
reasonable terms, terminate this Agreement with respect to the affected service or system. Notwithstanding the foregoing, DST shall have
no liability or obligation of indemnity for any claim which is based upon a modification of a service or system by anyone other than DST,
use of such service or system other than in accordance with the terms of this Agreement, or use of such service or system in combination
with other software or hardware not provided by DST if infringement could have been avoided by not using the service or system in combination
with such other software or hardware
6.4 In order that the indemnification provisions
contained in this Section 6 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party,
the indemnified party shall promptly notify the indemnifying party of such assertion and shall keep the indemnifying party advised with
respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party
in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified
party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify
the indemnified party except with the indemnifying party’s prior written consent.
| 7. | Representations, Warranties and Covenants |
7.1.
Each Party represents and warrants to each other Party that:
(a)
It is a legal entity duly created, validly existing and in good standing under the Law of the jurisdiction
in which it is created and is in good standing in each other jurisdiction where the failure to be in good standing would have a material
adverse effect on its business or its ability to perform its obligations under this Agreement.
(b)
Subject to Section 3.3 with respect to licenses from a Data Supplier, which may be terminated at
any time, it has all necessary legal power and authority to own, lease and operate its assets and to carry on its business as presently
conducted and as it will be conducted pursuant to this Agreement and will comply in all material respects with all Law to which it may
be subject, and to the best of its knowledge and belief, it is not subject to any Action that would prevent it from performing its duties
and obligations under this Agreement.
(c)
It has all necessary legal power and authority to enter into this Agreement, the execution of which
has been duly authorized and will not violate the terms of any other agreement.
(d)
The Person signing on its behalf has the authority to contractually bind it to the terms and conditions
in this Agreement and that this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance
with its terms.
7.2.
The Fund represents and warrants to DST that (i) Proper Instructions are consistent with the Governing
Documents of Fund and other corporate actions thereof and (ii) it will promptly notify DST of (1) any Action against it and (2) changes
(or pending changes) in applicable Law or the Governing Documents of the Fund that are relevant to the Services.
7.3.
DST represents and warrants to the Fund that (i) it is in compliance with federal securities law
requirements in all material respects with respect to its business, including but not limited to applicable Law, and is in good standing
as a registered transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended.
7.4.
DST maintains, and covenants that during the Term hereof, it shall maintain a Financial Institution
Bond (FIB) insurance policy covering losses resulting from theft committed by employees, a cyber liability insurance policy (or shall
maintain cyber liability coverage through other insurance policies set forth herein), and a Professional Liability insurance policy covering
errors and omissions by DST in the performance of services for the Funds, with all aforementioned policies with such limits and with such
carriers, deemed appropriate and commercially reasonable in terms of coverage and policy limits by DST’s management in light of
DST’s duties and responsibilities hereunder. Upon the request of the Funds, DST shall provide certificates of insurance as evidence
that such coverages are in place.
8.1.
The Fund (i) will provide or ensure that other Persons provide all Fund Data to DST in an electronic
format that is acceptable to DST (or as otherwise agreed in writing) and (ii) confirm that each has the right to so share such Fund Data.
As between DST and the Fund, all Fund Data shall remain the property of the applicable Fund. Fund Data shall not be used or disclosed
by DST other than in connection with providing the Services and as permitted under Section 11. Subject to the terms of this Agreement,
DST shall be permitted to act upon instructions from an Authorized Person with respect to the disclosure or disposition of Fund Data but
may refuse to act upon such instructions where it doubts, reasonably and in good faith, the authenticity or authority of such instructions.
8.2.
DST shall keep records relating to the services to be performed hereunder, in the form and manner
as it may deem advisable. To the extent required by Section 31 of the 1940 Act, DST agrees that all such records prepared or maintained
by DST relating to the services to be performed by DST hereunder are the property of the Fund and will be preserved, maintained and made
available in accordance with the Act, and will be surrendered promptly to the Fund on and in accordance with its request. For the avoidance
of doubt, the preceding sentence shall apply to any Funds that are collective trusts as if they were 1940 Act registered funds. DST shall
maintain and store such records for a rolling period of 7 years starting from the date that such records were created, or such longer
period as required by applicable Law or its internal policies or until such earlier time as it returns such records to the Fund.
9.1.
From time to time and in connection with the Services DST may obtain access to certain personal information
from the Fund (including, without limitation, Customer Information). Personal information relating to the Fund and its Affiliates, directors,
officers, employees, agents, current and prospective Fund shareholders, plan sponsors and plan participants may be processed by DST and
its Affiliates. Each Fund consents to the transmission and processing of such information within and outside the United States in accordance
with applicable Law.
9.2.
DST will notify the Fund without undue delay after becoming aware of any confirmed unauthorized access
to, or acquisition, use, loss, destruction, alteration or compromise of Confidential Information (including, without limitation, Customer
Information) of the Fund (“Security Breach”) maintained on DST’s computers, hardware, networks or systems, including
any third party data centers, or of any Security Breach occurring at any sub-custodian, agent or service provider of DST, and will provide
reasonable assistance to the Fund in its notification of that breach to the relevant supervisory authority and those individuals impacted,
as required by applicable Law. DST will not disclose or use Personal Information obtained from or on behalf of the Fund except in accordance
with the lawful instructions of the Fund to carry out DST’s obligations under, or as otherwise permitted pursuant to the terms of,
its agreements with the Fund and to comply with applicable Law.
9.3.
Notwithstanding anything to the contrary contained in Section 13.3, DST shall maintain at a location
other than its normal location appropriate redundant facilities for operational back up in the event of a power failure, disaster or other
interruption. DST shall continuously back up Fund records and shall store the back up in a secure manner at a location other than its
normal location, so that, in the event of a power failure, disaster or other interruption at such normal location, the Fund records, will
be maintained intact and will enable DST to perform under this Agreement. DST will maintain a comprehensive business continuity plan and
will provide an executive summary of such plan upon reasonable request of the Fund. Without limiting the foregoing, DST will test the
adequacy of its business continuity plan at least annually and upon request, the Fund may participate in such test. Upon request by the
Fund, DST will provide the Fund with a letter assessing the most recent business continuity test results. In the event of a business disruption
that materially impacts DST’s provision of services under this Agreement, DST will promptly notify the Fund of the disruption and
the steps being implemented under the business continuity plan. Upon reasonable request, DST also shall discuss with senior management
of the Fund (or personnel authorized by the Fund’s senior management) the business continuity/disaster recovery plan of DST and/or
provide a high-level presentation summarizing such plan.
9.4.
DST shall deliver to the Funds on an annual basis and subject to customary disclaimers and indemnities
required by the audit firms that prepare such reports a copy of a report prepared under Statement on SSAE No. 18 Service Organization
Controls 1 (SOC 1) Type II, as applicable to DST’s application servers, database servers and related systems and equipment upon
which Fun Confidential Information, Client Data, and/or Personal Data is maintained.
9.5.
DST also agrees to implement commercially reasonable software and other appropriate measures to scan
for, detect and prevent the transmission from DST’s computers, hardware, networks and systems of any virus, malware, Trojan horse,
worm, time bomb, drop dead device, or other malicious code.
10. DST Property
10.1 DST Property is and shall remain the
property of DST or, when applicable, its Affiliates or suppliers. The Fund shall not acquire any license or right to use, sell, disclose,
or otherwise exploit or benefit in any manner from, any DST Property, except as specifically set forth herein. The Fund shall not (unless
required by Law) either before or after the termination of this Agreement, disclose to any Person not authorized by DST to receive the
same, any information concerning the DST Property and shall use reasonable efforts to prevent any such disclosure. This Agreement shall
not be construed as granting DST any ownership rights in the Customer Information.
11.1 Each
Party shall not at any time disclose to any Person any Confidential Information concerning the business, affairs, customers, clients or
suppliers of the other Party or its Affiliates, except as permitted by this Section 11.
11.2 Each
Party may disclose the other Party’s Confidential Information:
(a) In
the case of the Fund, to each of its Affiliates, directors, officers, employees and agents (“Fund Representative”)
who need to know such information for the purpose of carrying out its duties under, or receiving the benefits of or enforcing, this Agreement.
The Fund shall ensure compliance by Fund Representatives with Section 11.1.
(b) In
the case of DST, to Fund and each DST Associate, Fund Representative, investor, bank or broker, counterparty or agent thereof, or payment
infrastructure provider who needs to know such information for the purpose of carrying out DST’s duties under or enforcing this
Agreement. DST shall ensure compliance by DST Associates with Section 11.1 but shall not be responsible for such compliance by any other
Person.
(c) As
may be required by applicable law or regulation, or pursuant to any legal or regulatory proceeding, investigation, audit, examination,
subpoena, civil investigative demand or other similar process; provided that the disclosing Party (i) where reasonably practicable and
to the extent legally permissible, provides the other Party with prompt written notice of the required disclosure so that the other Party
may seek a protective order or take other analogous action, (ii) discloses no more of the other Party’s Confidential Information
than reasonably necessary and (iii) reasonably cooperates with actions of the other Party in seeking to protect its Confidential Information
at that other Party’s expense.
11.3 Neither
Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
Each Party may retain a record of the other Party’s Confidential Information for 7 years or as required by Law.
11.4 DST’s
ultimate parent company is subject to U.S. federal and state securities Law and may make disclosures that do not contain Confidential
Information as it deems necessary to comply with such Law.
11.5 DST
shall have no obligation to use Confidential Information of, or data obtained with respect to, any other client of DST in connection with
the Services.
11.6 Upon
the prior written consent of the Fund, DST shall have the right to identify Fund in connection with its marketing-related activities and
in its marketing materials as a client of DST. Upon the prior written consent of DST, Fund shall have the right to identify DST and to
describe the Services and the material terms of this Agreement in the offering documents of Fund. This Agreement shall not prohibit DST
from using any Fund or Management data (including Client Data) in tracking and reporting on DST’s clients generally or making public
statements about such subjects as its business or industry; provided that neither Fund nor Management is named in such public statements
without its prior written consent. If the Services include the distribution by DST of notices or statements to investors, DST may, upon
advance notice to Fund, include reasonable notices describing those terms of this Agreement relating to DST and its liability and the
limitations thereon; if investor notices are not sent by DST but rather by Fund or some other Person, Fund will reasonably cooperate with
any request by DST to include such notices. The Fund shall not, in any communications with any Person, whether oral or written, make any
representations stating or implying that DST is (i) providing valuations with respect to the securities, products or services of Fund,
or verifying any valuations, (ii) verifying the existence of any assets in connection with the investments, products or services of Fund,
or (iii) acting as a fiduciary, investment advisor, tax preparer or advisor, custodian or bailee with respect to Fund or any of its assets,
investors or customers.
11.7 In
the event the Fund obtains information from DST or the TA2000 System which is not intended for the Fund, the Fund agrees to (i) immediately,
and in no case more than twenty-four (24) hours after discovery thereof, notify DST that unauthorized information has been made available
to the Fund; (ii) not knowingly review, disclose, release, or in any way, use such unauthorized information; (iii) provide DST reasonable
assistance in retrieving such unauthorized information and/or destroy such unauthorized information; and (iv) deliver to DST a certificate
executed by an authorized officer of the Fund certifying that all such unauthorized information in the Fund’s possession or control
has been delivered to DST or destroyed as required by this provision.
11.8 DST
and the Fund acknowledge that their obligation to protect Confidential Information is essential to the business interest of the Fund and
DST, respectively, and that the disclosure of such information in breach of this Agreement may cause the Fund or DST immediate, substantial
and irreparable harm, the value of which would be difficult to determine. Accordingly, the parties agree that, in addition to any other
remedies that may be available in law, equity, or otherwise for the disclosure or use of Confidential Information in breach of this Agreement,
the disclosing party shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief
against the continuance of such breach.
11.9 DST
shall maintain reasonable safeguards for maintaining in confidence any and all Fund Confidential Information, including, without limitation,
the policies and procedures described in Section 11.7(ii). DST shall not, at any time, use any such Fund Confidential Information for
any purpose other than as specifically authorized by this Agreement, or in writing by the Fund.
11.10 DST
has implemented and maintains, and at a minimum agrees to comply with and continue to comply with, at each service location physical and
information security and data protection safeguards against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration
of the Fund’s Confidential Information in the possession of DST that will be no less rigorous than those described in the Information
Security Schedule attached hereto as Appendix 2 and from time to time enhanced in accordance with changes in regulatory requirements.
DST will, at a minimum, update its policies to remain compliant with applicable regulatory requirements, including, without limitation,
the GLBA and the Mass Privacy Act. DST will meet with the Fund, at its request, on an annual basis to discuss information security safeguards.
If DST or its agents discover or are notified that someone has violated security relating to the Fund’s Confidential Information
DST will promptly (a) notify the Fund of such violation, and (b) if the applicable Confidential Information was in the possession or under
the control of DST or its agents at the time of such violation, DST will promptly (i) investigate, contain and address the violation,
(ii) provide the Funds with information on the steps being taken to reduce the risk of a reoccurrence of such violation, and (iii) without
limiting (and subject to) this Agreement, if requested by the Fund based on the facts and circumstances of the incident, provide credit
monitoring, or other similar services or remedies as required by applicable law, for a one-year period (or such shorter or longer period
required by applicable law) to shareholders of the Fund or others affected by the violation.
11.11 DST
shall maintain systems located in DST’s facilities that host Fund data or provide services under the Agreement in an environment
that is designed to be physically secure and to allow access only to authorized individuals. A secure environment includes the availability
of onsite security personnel on a 24 x 7 basis or equivalent means of monitoring locations supporting the delivery of services under the
Agreement.
11.12 Section
11 shall not restrict the Fund from sharing information received from DST pursuant to Section 9.2 of this Agreement regarding information
security threats including, without limitation, virus, malware, Trojan horse, worm, time bomb, drop dead device, or other malicious code,
with third parties for the purpose of evaluating and enhancing the Fund’s information security; provided that such third parties
are subject to a written agreement with the Fund to keep any such information confidential.
12.1 Except
as otherwise provided herein, all notices required or permitted under this Agreement or required by Law shall be effective only if in
writing and delivered: (i) personally, (ii) by registered mail, postage prepaid, return receipt requested, (iii) by receipted prepaid
courier, (iv) by any confirmed facsimile or (v) by any electronic mail, to the relevant address or number listed below (or to such other
address or number as a Party shall hereafter provide by notice to the other Parties). Notices shall be deemed effective when received
by the Party to whom notice is required to be given.
If to DST:
DST Asset Manager Solutions, Inc.
333 W. 11th Street, 5th
Floor
Kansas City, MO 64105
Attention: Legal Department
If to the Fund:
[Name of Fund]
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15237
Attention: President
With a copy to:
Federated Investors, Inc.
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222
Attention: General Counsel
13.1 Amendment;
Modification. This Agreement may not be amended or modified except in writing signed by an authorized representative of each Party.
No DST Associate has authority to bind DST in any way to any oral covenant, promise, representation or warranty concerning this Agreement,
the Services or otherwise.
13.2 Assignment.
Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by the Fund, in whole or in part,
whether directly or by operation of Law, without the prior written consent of DST. DST may assign or otherwise transfer this Agreement:
(i) to a successor in the event of a change in control of DST, (ii) to an Affiliate or (iii) in connection with an assignment or other
transfer of a material part of DST’s business, provided that the DST gives the Fund sixty (60) days’ prior written notice
of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material
respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of DST. If DST assigns or transfers
this Agreement pursuant to this Section 13.2 to an entity that is not an Affiliate of DST without the written consent of the Fund, the
Fund shall have the option, exercisable for ninety (90) days after receiving written notice of such assignment or transfer (or for such
longer period as may be mutually agreed by the Parties), to terminate this Agreement. Any attempted delegation, transfer or assignment
prohibited by this Agreement shall be null and void. An acquisition, merger, reorganization, or change of control of a Fund resulting
in the Fund as the surviving entity shall not be deemed to cause an assignment hereunder.
13.3 Choice
of Law; Choice of Forum. This Agreement shall be interpreted in accordance with and governed by the Law of the Commonwealth of Massachusetts.
The courts of the Commonwealth of Massachusetts and the United States District Court for the Commonwealth of Massachusetts shall have
exclusive jurisdiction to settle any Claim. Each Party submits to the exclusive jurisdiction of such courts and waives to the fullest
extent permitted by Law all rights to a trial by jury.
13.4 Counterparts;
Signatures. This Agreement may be executed in counterparts, each of which when so executed will be deemed to be an original. Such
counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and shall be binding
to the same extent as if original signatures were exchanged.
13.5 Entire
Agreement. This Agreement (including any schedules, attachments, amendments and addenda hereto) contains the entire agreement of the
Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements,
either oral or written, between the Parties with respect thereto. This Agreement sets out the entire liability of DST Associates related
to the Services and the subject matter of this Agreement, and no DST Associate shall have any liability to the Fund or any other Person
for, and the Fund hereby waives to the fullest extent permitted by applicable law recourse under, tort, misrepresentation or any other
legal theory other than contract or equity.
13.6 Force
Majeure. A Party will not be responsible for any Losses of property in their possession or for any failure to fulfill its duties or
obligations hereunder if such Loss or failure is caused, directly or indirectly, by war, terrorist action, riot, rebellion, acts of God,
strike, power failure, computer error or failure, delay or breakdown in communications or electronic transmission systems, or other analogous
events reasonably beyond its control. DST shall use commercially reasonable efforts to minimize the effects on the Services of any such
event. Nothing in this Section 13.6 shall relieve DST of its obligations set forth in Section 9.3.
13.7 Non-Exclusivity.
The duties and obligations of DST hereunder shall not preclude DST from providing services of a comparable or different nature to any
other Person and to receive economic or other benefits in connection therewith. The Fund understands that DST may have commercial relationships
with Data Suppliers and other providers of technology, data or other services that are used by the Fund.
13.8 No
Partnership. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind
between or among any of the Parties.
13.9 No
Solicitation. During the term of this Agreement and for a period of 12 months thereafter, the Fund will not directly or indirectly
solicit the services of, or otherwise attempt to employ or engage any employee of DST or its Affiliates without the consent of DST; provided,
however, that the foregoing shall not prevent the Fund from soliciting employees through general advertising not targeted specifically
at any or all DST Associates. If the Fund employs or engages any DST Associate during the term of this Agreement or the period of 12 months
thereafter in contravention of this Section 13.9, the Fund agrees to pay for any fees and expenses (including recruiters’ fees)
incurred by DST or its Affiliates in hiring replacement personnel as well as any other remedies available to DST.
13.9 No
Warranties. Except as expressly listed herein, DST makes no warranties, whether express, implied, contractual or statutory with respect
to the Services. DST disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the Services.
All warranties, conditions and other terms implied by Law are, to the fullest extent permitted by Law, excluded from this Agreement.
13.10 Severance.
If any provision (or part thereof) of this Agreement is or becomes invalid, illegal or unenforceable, the provision shall be deemed modified
to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not practical, the relevant provision
shall be deemed deleted. Any such modification or deletion of a provision shall not affect the validity, legality and enforceability of
the rest of this Agreement. If a Party gives notice to another Party of the possibility that any provision of this Agreement is invalid,
illegal or unenforceable, the Parties shall negotiate to amend such provision so that, as amended, it is valid, legal and enforceable
and achieves the intended commercial result of the original provision.
13.11 Testimony.
If DST is required by a third party subpoena or otherwise, to produce documents, testify or provide other evidence regarding the Services,
this Agreement or the operations of the Fund in any Action to which the Fund is a party or otherwise related to the Fund, the Fund shall
reimburse DST for all costs and expenses, including the time of its professional staff at DST’s standard rates and the cost of legal
representation, that DST reasonably incurs in connection therewith.
13.12 Third
Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties and will not be interpreted
in such a manner as to give rise to or create any rights or benefits of or for any other Person.
13.13 Waiver.
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law shall constitute a waiver of that
or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No exercise
(or partial exercise) of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.14 Cooperation with Respect to Examinations
and Audits. DST shall provide assistance to and cooperate with the Fund with respect to any federal or state government-directed examinations
and with the Fund’s internal or external auditors in connection with any Fund-directed audits. For purposes of such examinations
and audits, at the request of the Fund, DST will use all reasonable efforts to make available, during normal business hours of DST’s
facilities, all records and Policies solely as they directly pertain to DST’s activities under or pursuant to this Agreement. Such
audits and examinations shall be conducted at the Fund’s expense and in a manner that will not interfere with DST’s normal
and customary conduct of its business activities. To the extent practicable, the Fund shall make every effort to coordinate Fund-directed
audits so as to minimize the inconvenience to DST and, except as otherwise agreed by the parties, no more frequently than once a year.
In connection with any Fund-directed audit, the Fund shall not physically access DST’s systems and shall not conduct any testing
on such systems. With respect to Fund-directed audits, DST shall provide such assistance in accordance with reasonable procedures and
at reasonable frequencies, and the Fund shall provide reasonable advance notice of not less than three (3) business days to DST of such
audits, and to the extent possible, of such examinations. DST may require any persons seeking access to its facilities to provide reasonable
evidence of their authority. With respect to Fund- directed audits, DST may require such persons to execute a confidentiality agreement
before granting access. On an annual basis, DST will provide the Fund with copies of its SOC 1 report.
[Signatures appear on next page.]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year
first above written.
|
DST ASSET MANAGER SOLUTIONS, INC.
|
BY EACH OF THE FEDERATED FUNDS LISTED ON SCHEDULE A (OTHER THAN COLLECTIVE TRUSTS), SEVERALLY AND NOT JOINTLY |
|
By: |
/s/Rahul Kanwar |
By: |
/s/Peter J. Germain |
|
Name: |
Rahul Kanwar |
Name: |
Peter J. Germain |
|
Title: |
President/COO |
Title: |
Secretary |
| |
BY EACH OF THE FEDERATED FUNDS THAT ARE COLLECTIVE TRUSTS, SEVERALLY AND NOT JOINTLY |
|
|
|
By: |
/s/Richard A. Novak |
| |
|
Name: |
Richard A. Novak |
| |
|
Title: |
President |
Schedule A
Funds
Date added to the contract |
REGISTRANT NAME |
SERIES NAME
(if applicable) |
Transfer Agent Fund Number |
Class |
| 7/1/2004 |
Federated Hermes Adjustable Rate Securities Trust |
|
|
|
| |
|
FEDERATED HERMES ADJUSTABLE RATE FUND |
96 |
ss |
| |
|
FEDERATED HERMES ADJUSTABLE RATE FUND |
325 |
IS |
| |
|
|
|
|
| 8/31/2017 |
Federated Hermes Adviser Series |
|
|
|
| |
|
FEDERATED HERMES EMERGING MARKETS EQUITY FUND |
813 |
IS |
| |
|
FEDERATED HERMES EMERGING MARKETS EQUITY FUND |
818 |
R6 |
| |
|
FEDERATED HERMES CONSERV MICROSHORT |
564 |
IS |
| |
|
FEDERATED HERMES CONSERV MUNI MICRO |
567 |
IS |
| |
|
FEDERATED HERMES GLOBAL EQUITY FUND |
934 |
IS |
| |
|
FEDERATED HERMES GLOBAL EQUITY FUND |
935 |
R6 |
| |
|
FEDERATED HERMES GLOBAL SMALL CAP FUND |
939 |
IS |
| |
|
FEDERATED HERMES GLOBAL SMALL CAP FUND |
944 |
R6 |
| |
|
FEDERATED HERMES INTERNATIONAL DEVELOPED EQUITY FUND |
443 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL DEVELOPED EQUITY FUND |
444 |
R6 |
| |
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND |
431 |
A |
| |
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND |
441 |
IS |
| |
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND |
442 |
R6 |
| |
|
FEDERATED HERMES SDG ENGAGEMENT HY CREDIT FUND |
669 |
IS |
| |
|
FEDERATED HERMES SDG ENGAGEMENT HY CREDIT FUND |
672 |
R6 |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
713 |
A |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
714 |
C |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
717 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
718 |
R6 |
| |
|
FEDERATED HERMES INTERNATIONAL GROWTH FUND |
728 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL GROWTH FUND |
778 |
R6 |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
426 |
IS |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
428 |
ss |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
429 |
R6 |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
419 |
A |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
420 |
B |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
422 |
C |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
425 |
R |
| |
|
FEDERATED HERMES U.S. SMID FUND |
165 |
IS |
| |
|
FEDERATED HERMES U.S. SMID FUND |
187 |
R6 |
| |
|
FEDERATED HERMES MDT MARKET NEUTRAL FUND |
299 |
A |
| |
|
FEDERATED HERMES MDT MARKET NEUTRAL FUND |
315 |
IS |
| |
|
|
|
|
| |
Federated Hermes Core Trust: |
|
|
|
| 3/21/2016 |
|
EMERGING MARKETS CORE FUND |
812 |
|
| 8/16/2010 |
|
BANK LOAN CORE FUND |
850 |
|
| 7/1/2004 |
|
MORTGAGE CORE FUND |
938 |
|
| 7/1/2004 |
|
HIGH YIELD BOND CORE FUND |
871 |
|
| |
|
|
|
|
| |
Federated Hermes Core Trust III: |
|
|
|
| 3/1/2008 |
|
PROJECT AND TRADE FINANCE CORE FUND |
148 |
|
| |
|
|
|
|
| |
|
|
|
|
| |
Federated Hermes Equity Funds: |
|
|
|
| 12/1/2008 |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
639 |
A |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
658 |
C |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
659 |
IS |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
670 |
R |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
539 |
R6 |
| 3/1/2008 |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
432 |
A |
| |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
433 |
C |
| |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
434 |
IS |
| |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
466 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES KAUFMANN FUND |
66 |
A |
| |
|
FEDERATED HERMES KAUFMANN FUND |
67 |
B |
| |
|
FEDERATED HERMES KAUFMANN FUND |
70 |
C |
| |
|
FEDERATED HERMES KAUFMANN FUND |
74 |
R |
| |
|
FEDERATED HERMES KAUFMANN FUND |
123 |
IS |
| 9/17/2007 |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
352 |
A |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
353 |
C |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
355 |
IS |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
354 |
R |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
401 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
163 |
IS |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
146 |
R6 |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
757 |
A |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
758 |
B |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
759 |
C |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
154 |
R |
| 7/1/2004 |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
677 |
A |
| |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
650 |
C |
| |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
656 |
IS |
| |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
679 |
R6 |
| 9/1/2008 |
|
FEDERATED HERMES PRUDENT BEAR FUND |
409 |
A |
| |
|
FEDERATED HERMES PRUDENT BEAR FUND |
415 |
C |
| |
|
FEDERATED HERMES PRUDENT BEAR FUND |
418 |
IS |
| 12/1/2004 |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
661 |
A |
| |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
663 |
C |
| |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
662 |
IS |
| |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
251 |
R6 |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Equity Income Fund Inc. |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
34 |
R |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
629 |
B |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
241 |
C |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
326 |
A |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
849 |
IS |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
304 |
F |
| |
|
|
|
|
| |
Federated Hermes Fixed Income Securities, Inc.: |
|
|
|
| |
|
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MUNI ULTRASHORT FUND |
253 |
IS |
| |
|
FEDERATED HERMES MUNI ULTRASHORT FUND |
254 |
A |
| |
|
FEDERATED HERMES MUNI ULTRASHORT FUND |
230 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
652 |
B |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
382 |
C |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
383 |
F |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
381 |
A |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
414 |
R6 |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
653 |
IS |
| |
|
|
|
|
| 6/1/2008 |
Federated Hermes Global Allocation Fund |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
373 |
B |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
608 |
C |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
894 |
R |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
232 |
R6 |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
11 |
A |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
879 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Government Income Securities, Inc. |
|
|
|
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
166 |
A |
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
171 |
C |
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
21 |
F |
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
615 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Government Income Trust |
|
|
|
| |
|
FEDERATED HERMES GOVERNMENT INCOME FUND |
36 |
IS |
| |
|
FEDERATED HERMES GOVERNMENT INCOME FUND |
102 |
ss |
| |
|
|
|
|
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes High Income Bond Fund, Inc. |
|
|
|
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
630 |
B |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
492 |
R6 |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
242 |
C |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
317 |
A |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
491 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes High Yield Trust: |
|
|
|
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
77 |
IS |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
113 |
A |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
120 |
C |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
430 |
R6 |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
38 |
ss |
| |
|
|
|
|
| |
Federated Hermes Income Securities Trust: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES CAPITAL INCOME FUND |
312 |
A |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
631 |
B |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
244 |
C |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
374 |
F |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
300 |
R |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
830 |
IS |
| 9/1/2004 |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
701 |
R6 |
| |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
693 |
IS |
| |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
687 |
A |
| |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
188 |
A1 |
| 7/1/2004 |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
601 |
B |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
238 |
C |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
309 |
A |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
614 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES INTERM CORP BOND FUND |
303 |
IS |
| |
|
FEDERATED HERMES INTERM CORP BOND FUND |
348 |
ss |
| 7/1/2004 |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
888 |
B |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
887 |
A |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
889 |
C |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
901 |
F |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
876 |
IS |
| 12/1/2005 |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
183 |
A |
| |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
184 |
C |
| |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
185 |
IS |
| |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
327 |
R6 |
| 7/18/2004 |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
292 |
R6 |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
65 |
SS |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
638 |
IS |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
607 |
A |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
579 |
A2 |
| |
|
|
|
|
| |
Federated Hermes Index Trust: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
39 |
IS |
| |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
895 |
R |
| |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
281 |
ss |
| |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
867 |
C |
| 7/1/2004 |
|
FEDERATED HERMES MID-CAP INDEX FUND |
156 |
R6 |
| |
|
FEDERATED HERMES MID-CAP INDEX FUND |
153 |
IS |
| |
|
FEDERATED HERMES MID-CAP INDEX FUND |
151 |
ss |
| |
|
|
|
|
| |
Federated Hermes Institutional Trust |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
969 |
ss |
| |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
891 |
A |
| |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
840 |
R6 |
| |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
626 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES INSTL HIGH YIELD BOND FUND |
900 |
IS |
| |
|
FEDERATED HERMES INSTL HIGH YIELD BOND FUND |
221 |
R6 |
| 6/1/2005 |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
114 |
A |
| |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
63 |
IS |
| |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
107 |
ss |
| |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
127 |
R6 |
| |
|
|
|
|
| |
Federated Hermes Insurance Series |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MANAGED VOLATILITY FUND II |
333 |
P |
| |
|
FEDERATED HERMES MANAGED VOLATILITY FUND II |
403 |
S |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES II |
334 |
-- |
| 7/1/2004 |
|
FEDERATED HERMES HIGH INCOME BOND II |
250 |
S |
| |
|
FEDERATED HERMES HIGH INCOME BOND II |
336 |
p |
| 7/1/2004 |
|
FEDERATED HERMES KAUFMANN FUND II |
953 |
p |
| |
|
FEDERATED HERMES KAUFMANN FUND II |
957 |
s |
| 7/1/2004 |
|
FEDERATED HERMES GOVERNMENT MONEY FUND II |
330 |
s |
| |
|
FEDERATED HERMES GOVERNMENT MONEY FUND II |
402 |
p |
| 7/1/2004 |
|
FEDERATED HERMES QUALITY BOND II |
921 |
p |
| |
|
FEDERATED HERMES QUALITY BOND II |
929 |
s |
| |
|
|
|
|
| |
Federated Hermes International Series, Inc.: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD |
152 |
IS |
| |
|
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD |
240 |
C |
| |
|
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD |
316 |
A |
| |
|
|
|
|
| |
Federated Hermes Investment Series Funds, Inc.: |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
641 |
A |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
642 |
B |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
643 |
C |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
655 |
IS |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
671 |
R6 |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
198 |
F |
| |
|
|
|
|
| |
Federated Hermes Managed Pool Series: |
|
|
|
| |
|
|
|
|
| 12/1/2005 |
|
FEDERATED HERMES CORPORATE BOND STRATEGY PORTFOLIO |
157 |
|
| 12/1/2005 |
|
FEDERATED HERMES HIGH-YIELD STRATEGY PORTFOLIO |
744 |
|
| 12/1/2005 |
|
FEDERATED HERMES INTL BOND STRATEGY PORT |
742 |
|
| 12/1/2014 |
|
FEDERATED HERMES INTERNATIONAL DIV STRATEGY |
569 |
|
| 12/1/2005 |
|
FEDERATED HERMES MORTGAGE STRATEGY PORT |
743 |
|
| |
|
|
|
|
| |
Federated Hermes MDT Series: |
|
|
|
| 7/31/2006 |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
210 |
A |
| |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
224 |
C |
| |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
226 |
IS |
| |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
233 |
R6 |
| 7/31/2006 |
|
FEDERATED HERMES MDT BALANCED FUND |
285 |
A |
| |
|
FEDERATED HERMES MDT BALANCED FUND |
296 |
C |
| |
|
FEDERATED HERMES MDT BALANCED FUND |
297 |
IS |
| |
|
FEDERATED HERMES MDT BALANCED FUND |
314 |
R6 |
| 7/31/2006 |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
265 |
A |
| |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
271 |
B |
| |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
267 |
C |
| |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
269 |
IS |
| 7/31/2006 |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
237 |
A |
| |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
245 |
C |
| |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
255 |
IS |
| |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
223 |
R6 |
| 7/31/2006 |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
282 |
A |
| |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
283 |
C |
| |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
284 |
IS |
| |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
231 |
R6 |
| |
|
|
|
|
| |
Federated Hermes Municipal Bond Fund, Inc: |
|
|
|
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
141 |
IS |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
375 |
F |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
602 |
B |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
243 |
C |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
384 |
A |
| |
|
|
|
|
| |
Federated Hermes Municipal Securities Income Trust: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND |
145 |
A |
| |
|
FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND |
622 |
IS |
| 6/1/2006 |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
310 |
F |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
214 |
C |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
167 |
A |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
170 |
B |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
380 |
IS |
| |
|
FEDERATED HERMES OHIO MUNI INCOME |
164 |
A |
| |
|
FEDERATED HERMES OHIO MUNI INCOME |
313 |
F |
| |
|
FEDERATED HERMES OHIO MUNI INCOME |
623 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES PENNSYLVANIA MUNI INCOME |
311 |
A |
| |
|
FEDERATED HERMES PENNSYLVANIA MUNI INCOME |
673 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Short- Intermediate Duration Municipal Trust |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
291 |
A |
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
24 |
IS |
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
289 |
ss |
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
84 |
A2 |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Total Return Government Bond Fund |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND |
234 |
R6 |
| |
|
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND |
648 |
ss |
| |
|
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND |
647 |
IS |
| |
|
|
|
|
| |
Federated Hermes Total Return Series, Inc.: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES CORE BOND FUND |
835 |
IS |
| |
|
FEDERATED HERMES CORE BOND FUND |
837 |
A |
| |
|
FEDERATED HERMES CORE BOND FUND |
890 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
328 |
IS |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
288 |
ss |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
893 |
R |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
225 |
R6 |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
404 |
A |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
405 |
B |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
406 |
C |
| 7/1/2004 |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
218 |
A |
| |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
838 |
ss |
| |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
108 |
IS |
| |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
344 |
R6 |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Short-Term Government Trust |
|
|
|
| |
|
FEDERATED HERMES SHORT-TERM GOV'T FUND |
100 |
ss |
| |
|
FEDERATED HERMES SHORT-TERM GOV'T FUND |
79 |
y |
| |
|
FEDERATED HERMES SHORT-TERM GOV'T FUND |
9 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Short-Intermediate Government Trust |
|
|
|
| |
|
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND |
192 |
ss |
| |
|
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND |
896 |
R |
| |
|
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND |
47 |
IS |
| |
|
|
|
|
| |
Federated Hermes World Investment Series, Inc.: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES EMERGING MARKET DEBT FUND |
831 |
IS |
| |
|
FEDERATED HERMES EMERGING MARKET DEBT FUND |
609 |
A |
| |
|
FEDERATED HERMES EMERGING MARKET DEBT FUND |
611 |
C |
| 7/1/2004 |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
103 |
A |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
104 |
B |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
105 |
C |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
119 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
106 |
R |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
110 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES INTL SMALL-MID COMPANY FUND |
695 |
A |
| |
|
FEDERATED HERMES INTL SMALL-MID COMPANY FUND |
697 |
C |
| |
|
FEDERATED HERMES INTL SMALL-MID COMPANY FUND |
682 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Intermediate Municipal Trust |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES INTERMEDIATE MUNI FUND |
78 |
ss |
| |
|
FEDERATED HERMES INTERMEDIATE MUNI FUND |
739 |
IS |
| |
|
|
|
|
| |
Federated Hermes Money Market Obligations Trust: |
|
|
|
| |
|
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
80 |
ss |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
800 |
ws |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
280 |
CII |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
809 |
CAP |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
810 |
cs |
| 12/1/2004 |
|
FEDERATED HERMES CAPITAL RESERVES FUND |
806 |
|
| 7/1/2004 |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
386 |
cs |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
385 |
CII |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
805 |
CAP |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
158 |
ADM |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
117 |
PRM |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
5 |
IS |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
703 |
TR |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
395 |
ss |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
7 |
SEL |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
484 |
AVR |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
707 |
SDG |
| 7/1/2004 |
|
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD |
613 |
AS |
| |
|
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD |
636 |
IS |
| |
|
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD |
637 |
ss |
| 12/1/2004 |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
970 |
A |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
971 |
B |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
972 |
C |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
807 |
p |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
973 |
F |
| 7/1/2004 |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
136 |
CAP |
| |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
349 |
EAG |
| |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
58 |
IS |
| |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
219 |
ss |
| |
|
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND |
10 |
IS |
| |
|
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND |
143 |
CAP |
| |
|
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND |
396 |
ss |
| 7/1/2004 |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
858 |
CAP |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
821 |
cs |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
820 |
CII |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
852 |
ws |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
839 |
IV |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
855 |
ss |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
833 |
AS |
| 7/1/2004 |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
878 |
cs |
| |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
12 |
ss |
| |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
825 |
ws |
| |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
111 |
CII |
| 7/1/2004 |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
857 |
CAP |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
911 |
CII |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
851 |
ws |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
854 |
ss |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
909 |
AS |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
914 |
R |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
913 |
cs |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
915 |
TR |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
485 |
AVR |
| 7/1/2004 |
|
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL |
859 |
CAP |
| |
|
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL |
853 |
IS |
| |
|
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL |
856 |
ss |
| 7/1/2004 |
|
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND |
15 |
ws |
| |
|
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND |
397 |
ss |
| |
|
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND |
486 |
AVR |
| 7/1/2004 |
|
FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR |
42 |
IS |
| |
|
FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR |
73 |
PRM |
| 7/1/2004 |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
115 |
AS |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
862 |
CAP |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
68 |
IS |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
398 |
SS |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
702 |
TR |
| 7/1/2004 |
|
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS |
54 |
cs |
| |
|
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS |
52 |
CII |
| |
|
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS |
59 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES U.S. TREASURY CASH RSV |
632 |
SS |
| |
|
FEDERATED HERMES U.S. TREASURY CASH RSV |
125 |
IS |
| |
|
|
|
|
| |
|
COLLECTIVE TRUSTS |
|
|
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
4 |
ISP |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
25 |
RP |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
26 |
SP |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
27 |
yp |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
35 |
R6P |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
40 |
IP |
| |
|
FEDERATED HERMES INSTITUTIONAL FIXED INCOME FUND |
45 |
|
| DST Asset Manager Solutions, Inc. |
By each of the Federated Funds Set forth on Exhibit A. |
| By: /s/Rahul Kanwar |
By: /s/Peter Germain |
| Name: Rahul Kanwar |
Name: Peter Germain |
| Title: President/COO |
Title: Secretary |
Schedule B
Transfer Agency Services
| 1. | As used in this Schedule A, the following additional terms have the
following meanings: |
| (i) | “ACH” shall mean the Automated Clearing House; |
| (ii) | “Bank” shall mean a nationally or regionally known banking institution; |
| (iii) | “Code” shall mean the Internal Revenue Code of 1986, as amended; |
| (iv) | “DTCC” shall mean the Depository Trust Clearing Corporation; |
| (v) | “IRA” shall mean Individual Retirement Account; |
| (vi) | “Procedures” shall collectively mean DST’s transfer agency
procedures manual, third party check procedures, checkwriting draft procedures, Compliance + and identity theft programs and signature
guarantee procedures; |
| (vii) | “Program” shall mean Networking, Fund Serv or other DTCC program;
and |
| (viii) | "TA2000 System" shall mean DST’s TA2000TM computerized
data processing system for shareholder accounting. |
| 2. | Any references to Law shall be construed to mean the Law as amended to the
date of the effectiveness of the applicable provision referencing the Law. |
| 3. | The Fund acknowledges that DST’s ability to perform the Services is
subject to the following dependencies: |
| (i) | The Fund and other Persons that are not employees or agents of DST, whose
cooperation is reasonably required for DST to provide the Services, providing cooperation, information and, as applicable, instructions
to DST promptly, in agreed formats, by agreed media and within agreed timeframes as required to provide the Services. |
| (ii) | The communications systems operated by the Fund and other Persons that are
not employees or agents of DST remaining fully operational. |
| (iii) | The accuracy and completeness of any the Fund Data or other information
provided to DST in connection with the Services by any Person. |
| (iv) | Any warranty, representation, covenant or undertaking expressly made by
the Fund under or in connection with this Agreement being and remaining true, correct and discharged at all relevant times. |
| 4. | The following Services will be performed by DST and, as applicable, are
contingent on the performance by the Fund of the duties and obligations listed. |
B. SERVICES
1. Scope
of Agency Services; DST Obligations.
A. DST utilizing the
TA2000 System will perform the following services:
(i) issuing, transferring
and redeeming book entry shares or cancelling share certificates as applicable;
(ii) maintaining shareholder
accounts on the records of the Fund on the TA2000 System in accordance with the instructions and information received by DST from the
Fund, the Fund's distributor, manager or managing dealer, the Fund's investment adviser, the Fund’s sponsor, the Fund’s custodian,
or the Fund’s administrator and any other person whom the Fund names on Schedule C (each an “Authorized Person”), broker-dealers
or shareholders;
(iii) when and if a
Fund participates in the DTCC, and to the extent DST supports the functionality of the applicable DTCC program:
(a) DST will accept
and effectuate the registration and maintenance of accounts through the Program and the purchase, redemption, exchange and transfer of
shares in such accounts through systems or applications offered via the Program in accordance with instructions transmitted to and received
by DST by transmission from DTCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions
of, an Authorized Person, on the Dealer File maintained by DST,
(b) issuing instructions
to the Funds’ banks for the settlement of transactions between the Funds and DTCC (acting on behalf of its broker-dealer and bank
participants),
(c) providing account
and transaction information from each affected Fund’s records on TA2000 in accordance with the applicable Program’s rules,
and
(d) maintaining shareholder
accounts on TA2000 through the Programs;
(iv) providing control book, also known
as transaction journal and super sheet which is a daily record for the Fund of all transactions and receipts and disbursements of money
and securities;
(v) preparing shareholder
meeting lists as needed for use in connection with shareholder meetings;
(vi) withholding, as required by federal
law, taxes on shareholder accounts, performing and paying backup withholding as required for all shareholders, and preparing, filing and
providing, in electronic format, the applicable U.S. Treasury Department information returns or K-1 data file, as applicable, to Fund’s
vendor of choice;
(vii) disbursing income dividends and
capital gains distributions to shareholders and recording reinvestment of dividends and distributions in shares of the Fund;
(viii) preparing and providing, in electronic
format, a file to Fund’s print vendor of choice in order that the vendor may prepare and send:
(a) confirmation forms for shareholders
for all purchases and liquidations of shares of the Fund and other confirmable transactions in shareholders' accounts,
(b) copies of shareholder
statements, and
(c) shareholder reports
and prospectuses provided by the Fund;
(ix) providing or making available on-line
daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company;
(x) maintaining those records necessary
to carry out DST's duties hereunder, including all information reasonably required by the Fund to account for all transactions on TA2000
in the Fund shares;
(xi) calculating the appropriate sales
charge, if applicable and supported by TA2000, with respect to each purchase of the Fund shares as instructed by an Authorized Person,
determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions
delivered to DST by the Fund's managing dealer or distributor or any other Authorized Person from time to time, disbursing dealer commissions
collected to such dealers, deducting from all redemption proceeds any applicable contingent deferred sales charges or other appropriate
fees and determining the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing
dealer;
(xii) receiving correspondence pertaining
to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding to shareholder
correspondence;
(xiii) processing, generally on the date
of receipt, purchases, redemptions, exchanges, or instructions, as applicable, to settle any mail or wire order purchases, redemptions
or exchanges received in proper order as set forth in the prospectus and general exchange privilege applicable, and rejecting any requests
not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined);
(xiv) pursue
and enforce any claims related to or in connection with medallion signature guarantees and undertake all such reasonable efforts to seek
any required collections in connection with such medallion signature guarantee claims;
(xv)
provide daily data files to the Fund indicating the total number of shares issued and outstanding in each state for “blue sky”
purposes as determined according to Proper Instructions delivered from time to time by the Fund to DST.
(xvi) providing to the Fund escheatment
reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; DST shall perform
the following services (the “Core Escheatment Services”) for, and to assist, the Fund in complying with state escheatment
requirements: (i) identify and process the Fund’s accounts that have returned post office mail (“RPO accounts”), inactive
accounts and uncashed checks; (ii) perform all required lost shareholder searches in compliance with Rule 17Ad-17; (iii) perform all required
state unclaimed property due diligence mailings based on state mailing schedules; (iv) provide pre-escheatment reports during January/February
for the Fall cycle and November/December for the Spring/Summer cycles; (v) capture and maintain customer “date of last contact”
and type of contact; and (vi) escheat abandoned and unclaimed assets based on applicable state dormancy periods and remittance schedules.
In consideration of the performance of the Core Escheatment Services by DST, the Funds shall pay DST the Core Escheatment Service fees
set forth in a separate fee letter. In addition to the Core Escheatment Services, DST has enhanced its unclaimed property administration
(“UPA”) services to include certain additional optional outreach capabilities DST shall provide the Outreach Services to the
Fund in accordance with the terms set forth in this Agreement.
(xvii) as mutually agreed upon by the
parties as to the service scope and fees, answer telephone inquiries during mutually agreed upon times, each day on which the New York
Stock Exchange is open for trading. DST shall answer and respond to inquiries from existing shareholders, prospective shareholders of
the Fund and broker-dealers on behalf of such shareholders in accordance with the telephone scripts provided by the Fund to DST, such
inquiries may include requests for information on account set-up and maintenance, general questions regarding the operation of the Fund,
general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions
and literature requests;
(xvii) (where applicable) supporting Fund
tender offers, including but not limited to: assistance with shareholder communication plan; coordination of tender offer materials; establishment
of informational website; receipt, review and reconciliation of letters of transmittal; daily tracking, reconciliation and reporting of
shares tendered; and issuing tax forms.
(xix) in order to assist the Fund with the
Fund’s anti-money laundering responsibilities under the Bank Secrecy Act of 1973, US PATRIOT ACT and other applicable anti-money
laundering laws, DST shall provide certain risk-based shareholder activity monitoring tools and procedures that are reasonably designed
to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening
accounts with the Fund. If the Fund elects to have DST implement the anti-money laundering procedures and delegate the day-to-day operation
of such anti-money laundering procedures to DST, the parties will agree to upon the applicable fees and the service scope and execute
the attached appendix (“Appendix 1” entitled “AML Delegation”) which may be changed from time to time subject
to mutual written agreement between the parties;
(xx) as mutually agreed upon by the parties
as to the service scope and fees, provide any additional related services (i.e., pertaining to escheatments, abandoned property, garnishment
orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses and all matters relating
to the foregoing); and
‘s(xxi) upon request of the Fund and
mutual agreement between the parties as to the scope and any applicable fees, DST may provide additional services to the Fund under the
terms of this Schedule and the Agreement. Such services and fees shall be set forth in a writing and may be added by an amendment to,
or as a statement of work under, this Schedule or the Agreement.
B. At
the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 1.A of this Schedule
A in connection with transactions (i) the processing of which transactions require DST to use methods and procedures other than those
usually employed by DST to perform shareholder servicing agent services, (ii) involving the provision of information to DST after the
commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the
entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by normal transactions.
C. DST
shall use reasonable efforts to provide the same services with respect to any new, additional functions or features or any changes or
improvements to existing functions or features as provided for in the Fund's instructions, prospectus or application as amended from time
to time, for the Fund provided DST is advised in advance by the Fund of any changes therein and the TA2000 System and the mode of operations
utilized by DST as then constituted supports such additional functions and features. If any new, additional function or feature or change
or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the
services required hereunder at the current level of service, DST shall advise the Fund of the amount of such increase and if the Fund
elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs.
D. The
Fund acknowledges that DST is currently using, and will continue to use, domestic or foreign DST affiliates to assist with software development
and support projects for DST and/or for the Fund. As part of such support, the Fund acknowledges that such affiliates may access the Fund
Confidential Information including, but not limited to, personally identifiable shareholder information (shareholder name, address, social
security number, account number, etc.).
E. The
Fund shall add all new funds to the TA2000 System upon at least 60 days’ prior written notice to DST provided that the requirements
of the new funds are generally consistent with services then being provided by DST under the Agreement. If less than 60 days’ prior
notice is provided by the Fund, additional ‘rush’ fees may be applied by DST. Rates or charges for additional funds shall
be as set forth in the Fee Letter for the remainder of the contract term except as such funds use functions, features or characteristics
for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall
be in accordance with DST's then-standard pricing schedule.
F. The
parties agree that to the extent that DST provides any services under the Agreement that relate to compliance by the Fund with the Code
(or any other applicable tax law), it is the parties’ mutual intent that DST will provide only printing, reproducing, and other
mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind. The Fund agrees that
it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under
the Agreement that relate to compliance by the Fund with the Code (or any other applicable tax law), including providing responses to
requests for direction that may be made from time to time by DST of the Fund in this regard.
G. The Fund instructs
and authorizes DST to provide the services as set forth in the Agreement in connection with transactions on behalf of certain IRAs featuring
the funds made available by the Fund. The Fund acknowledges and agrees that as part of such services, DST will act as service provider
to the custodian for such IRAs.
H. If applicable,
DST will make original issues of shares, or if shares are certificated, stock certificates upon written request of an officer of the Fund
and upon being furnished with a certified copy of a resolution of the Board of Directors authorizing such original issue, evidence regarding
the value of the shares, and necessary funds for the payment of any original issue tax.
I. Upon receipt of
a Fund’s written request, DST shall provide transmissions of shareholder activity to the print vendor selected by the Fund.
J. In the event that
certificates for shares of the Fund shall be represented to have been lost, stolen or destroyed, DST, upon being furnished with an indemnity
bond in such form and amount and with such surety as shall be reasonably satisfactory to it, is authorized to countersign a new certificate
or certificates for the number of shares of the Fund represented by the lost or stolen certificate. In the event that certificates of
the Fund shall be represented to have been lost, stolen, missing, counterfeited or recovered, DST shall file Form X-17F-1A as required
by applicable federal securities laws.
K. Shares of stock
will be transferred in accordance with the instructions of the shareholders and, upon receipt of the Fund’s instructions that shares
of stock be redeemed and funds remitted therefor, such redemptions will be accomplished and payments dispatched provided the shareholder
instructions are deemed by DST to be duly authorized. DST reserves the right to refuse to transfer, exchange, sell or redeem shares as
applicable, until it is satisfied that the request is authorized, or instructed by the Fund.
L.
[ ]
M. Changes
and Modifications.
(i) DST
shall have the right, at any time, to modify any systems, programs, procedures or facilities used in performing its obligations hereunder;
provided that the Fund will be notified as promptly as possible prior to implementation of such modifications and that no such modification
or deletion shall materially adversely change or affect the operations and procedures of the Fund in using the TA2000 System hereunder,
the Services or the quality thereof, or the reports to be generated by such system and facilities hereunder, unless the Fund is given
thirty (30) days’ prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures
and controls.
(ii) All
enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for, including,
without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential
and exclusive property of, and proprietary to, DST. The parties recognize that during the Term of this Agreement the Fund will disclose
to DST Confidential Information and DST may partly rely on such Confidential Information to design, structure or develop one or more Deliverables.
Provided that, as developed, such Deliverable(s) contain no Confidential Information that identifies the Fund or any of its investors
or which could reasonably be expected to be used to readily determine such identity, (i) the Fund hereby consents to DST’s use of
such Confidential Information to design, to structure or to determine the scope of such Deliverable(s) or to incorporate into such Deliverable(s)
and that any such Deliverable(s), regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and
(ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverable(s) Confidential Information
of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund.
2. Fund Obligations.
A. The Fund agrees
to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its shareholder account
records.
B. The Fund will provide
DST written notice of any change in Authorized Personnel as set forth on Schedule C.
C. The Fund will notify
DST of material changes to its Articles of Incorporation or Bylaws (e.g. in the case of recapitalization) that impact the services provided
by DST under the Agreement.
D. If at any time
the Fund receives notice or becomes aware of any stop order or other proceeding in any such state affecting such registration or the sale
of the Fund's shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Fund's shares,
the Fund will give prompt notice thereof to DST.
3. Compliance.
A. DST
shall perform the services under this Schedule A in conformance with DST's present procedures as set forth in its Procedures with such
changes or deviations therefrom as may be from time to time required or approved by the Fund, its investment adviser or managing dealer,
or its or DST's counsel and the rejection of orders or instructions not in good order in accordance with the applicable prospectus or
the Procedures. Notwithstanding the foregoing, DST’s obligations shall be solely as are set forth in this Schedule and any of other
obligations of the Fund under applicable law that DST has not agreed to perform on the Fund’s behalf under this Schedule or the
Agreement shall remain the Fund’s sole obligation.
B. The Fund hereby advises DST that all
of the shares of the Fund are sold by broker-dealers who have executed selling group or dealer agreements with the Fund pursuant to which
agreements the affected broker-dealer has assumed all obligations and responsibilities under applicable laws with respect to customer
identification procedures, identity theft and the red flag regulations and that, therefore, such obligations and responsibilities are
not among the obligations and responsibilities that the Fund is employing DST to provide or fulfill. Any requirement to comply with applicable
law with respect to any attempt to verify the identity of shareholders of the shares of the Fund shall remain with the Fund and the Fund’s
broker-dealers.
4. Bank
Accounts.
A. DST, acting as agent for the Fund,
is hereby authorized (1) to establish accounts in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions
prevalent in the industry, including limits or caps (based on fees paid over some period of time or a flat amount, as required by the
affected Bank on the maximum liability of such Banks) into which DST shall deposit the funds DST receives for payment of dividends, distributions,
purchases of Fund shares, redemptions of Fund shares, commissions, corporate re-organizations (including recapitalizations or liquidations)
or any other disbursements made by DST on behalf of the Fund provided for in this Schedule A, (2) to draw checks upon such accounts, to
issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for
which such funds were provided to DST, and (3) to establish, to implement and to transact Fund business through ACH, draft processing,
wire transfer and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill
DST’s obligations under the Agreement. DST, acting as agent for the Fund, is also hereby authorized to execute on behalf and in
the name of the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps (based on fees paid over some
period of time or a flat amount, as required by the affected Bank) on the maximum liability of such Banks, agreements with banks for ACH,
wire transfer, draft processing services, as well as any other services which are necessary or appropriate for DST to utilize to accomplish
the purposes of this Schedule. In each of the foregoing situations the Fund shall be liable on such agreements with the Bank as if it
itself had executed the agreement. Nothing in this section shall mitigate the obligations established pursuant to Section 6.
B. DST is authorized and directed to
stop payment of checks theretofore issued hereunder, but not presented for payment, when the payees thereof allege either that they have
not received the checks or that such checks have been mislaid, lost, stolen, destroyed or through no fault of theirs, are otherwise beyond
their control, and cannot be produced by them for presentation and collection, and, to issue and deliver duplicate checks in replacement
thereof.
5. Records.
DST will maintain customary transfer agent records
in connection with its agency in accordance with the transfer agent recordkeeping requirements under applicable federal securities laws.
Notwithstanding anything in the Agreement to the contrary, the records to be maintained and preserved by DST on the TA2000 System under
the Agreement shall be maintained and preserved in accordance with the following:
A. Annual Purges by August 31: DST
and the Fund shall mutually agree upon a date for the annual purge of the appropriate history transactions from the Transaction History
(A88) file for accounts (both regular and tax advantaged accounts) that were open as of January 1 of the current year, such purge to be
complete no later than August 31. Purges completed after this date will subject the Fund to the Aged History Retention fees set forth
in the Fee Letter.
B. Purge Criteria: In order to avoid
the Aged History Retention fees, history data for regular or ordinary accounts (that is, non-tax advantaged accounts) must be purged if
the confirmation date of the history transaction is prior to January 1 of the current year and history data for tax advantaged accounts
(retirement and educational savings accounts) must be purged if the confirmation date of the history transaction is prior to January 1
of the prior year. All purged history information shall be retained on magnetic tape for 7 years.
C. Purged History Retention Options
(entail an additional fee): For the additional fees set forth on the Fee Letter, or as otherwise mutually agreed, then Fund may choose
(i) to place purged history information on the Purged Transaction History (A19) table or (ii) to retain history information on the Transaction
History (A88) file beyond the timeframes defined above. Retaining information on the A19 table allows for viewing of this data through
online facilities and E-Commerce applications. This database does not support those histories being printed on statements and reports
and is not available for on request job executions.
6. Disposition
of Books, Records and Canceled Certificates.
DST may send periodically to the Fund, or to where
designated by the Fund, all books, documents, and all records no longer deemed needed for current purposes, upon the understanding that
such books, documents, and records will be maintained by the Fund under and in accordance with the requirements of applicable federal
securities laws. Such materials will not be destroyed by the Fund without the consent of DST (which consent will not be unreasonably withheld),
but will be safely stored for possible future reference.
SCHEDULE C
AUTHORIZED PERSONNEL
Pursuant to the
terms of the Schedule A and the Agreement between the Fund and DST, the Fund authorizes the following Fund personnel to provide instructions
to DST, and receive inquiries from DST in connection with Schedule A and the Agreement:
Name
Title
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
_____________________________ ________________________________
This Schedule
may be revised by the Fund by providing DST with a substitute Schedule C. Any such substitute Schedule C shall become effective twenty-four
(24) hours after DST's receipt of the document and shall be incorporated into the Agreement.
APPENDIX 1
ANTI-MONEY LAUNDERING DELEGATION
| 1.1 | In order to assist the Fund with the Fund’s AML responsibilities under
applicable AML laws, DST offers certain risk-based AML Procedures that are reasonably designed to: (i) promote the detection and reporting
of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund. The Fund has
had an opportunity to review the AML Procedures with DST and desires to implement the AML Procedures as part of the Fund’s overall
AML program. |
| 1.2 | Accordingly, subject to the terms and conditions set forth in this Agreement,
the Fund hereby instructs and directs DST to implement the AML Procedures as set forth in Section 4 below on the Fund’s behalf and
delegates to DST the day-to-day operation of the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to
time, by mutual agreement of the Fund and DST upon the execution by such parties of a revised Appendix 1 bearing a later date than the
date hereof. |
| 1.3 | DST agrees to perform such AML Procedures, with respect to the ownership of Shares in the Fund for which
DST maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement. |
| 2. | Consent to Examination. In connection with the performance by DST of the AML Procedures, DST understands
and acknowledges that the Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”)
and that the records DST maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection
by federal regulators in order that the regulators may evaluate such compliance. DST hereby consents to such examination and/or inspection
and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection,
DST will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information
for review by such examiners. |
| 3. | Limitation on Delegation. The Fund acknowledges and agrees that in accepting the delegation hereunder,
DST is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible
for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that
have not been delegated hereunder. Additionally, the parties acknowledge and agree that DST shall only be responsible for performing the
AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which DST maintains the applicable Fund shareholder
information. |
| 4.1 | Consistent with the services provided by DST and with respect to the ownership
of Shares in the Fund for which DST maintains the applicable Fund shareholder information, DST shall: |
(a) On
a daily basis, submit all new customer account registrations and registration changes against the Office of Foreign Assets Control (“OFAC”)
database, the Politically Exposed Persons (“PEP”) database, and such other lists or databases as may be required from time
to time by applicable regulatory authorities;
(b) Submit
all account registrations through OFAC database, the PEP database, and such other lists or databases as may be required from time to time
by applicable regulatory authorities;
(c) On
a daily basis, submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database;
(d) Review
certain types of redemption transactions that occur within thirty-four (34) days of an account establishment, registration change, or
banking information change (e.g. redemption by wire within 34 days of banking information change; rapid depletion of account balance after
establishment; and redemption by check within 34 days of address change);
(e) Review
wires sent pursuant to banking instructions other than those on file with DST;
| (f) | Review accounts with small balances followed by large purchases; |
(g) Review
accounts with frequent activity within a specified date range followed by a large redemption;
(h) Review
purchase and redemption activity by check that meets or exceeds $100,000 threshold on any given day;
(i) Determine
when a suspicious activity report (“SAR”) should be filed as required by regulations applicable to mutual funds; prepare and
file the SAR; provide the Fund with a copy of the SAR within a reasonable time after filing; and notify the Fund if any further communication
is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing;
(j) Compare
account information to any FinCEN request received by the Fund and provided to DST pursuant to USA PATRIOT Act Sec. 314(a). Provide the
Fund with the necessary information for it to respond to such request within required time frame;
(k) (i)
Take reasonable steps to verify the identity of any person seeking to become a new customer of the Fund and notify the Fund in the event
such person cannot be verified, (ii) Maintain records of the information used to verify the person’s identity, as required, and
(iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Fund
by any government agency;
(l) Except
with respect to any entities excluded under applicable regulation: (i) take reasonable steps to verify the identity of legal entities
seeking to become new customers of the Fund, including verifying the identity of the natural person(s) retaining ownership or controlling
interest in such legal entity (the “ Beneficial Owner(s)”), as such ownership and controlling interests are defined in 31
C.F.R. 1010.230, (ii) notify the Fund in the event that the identity of such Beneficial Owner(s) is not provided upon request to such
entity or cannot be verified, (iii) maintain records of the information used to verify such Beneficial Owners, as required, and (iv) determine
whether such persons appear on any lists of known or suspected terrorists or terrorist organizations provided to the Fund by any government
agency;
(m) Conduct due diligence and if required,
enhanced due diligence in accordance with 31 C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial institutions
(as defined in 31 C.F.R. 103.175). DST will perform an assessment of the money laundering risk presented by the account based on a consideration
of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution
questionnaire. If an account is determined to have a medium or above risk-ranking, DST will monitor the account on a monthly basis for
unusual activity. In the situation where due diligence cannot be completed with respect to an account, DST will contact the Fund’s
AML Officer for further instruction.
(n) Upon the request by the Fund, conduct
due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account
designated, from time to time, by the U.S. Department of Justice in order to identify and take certain “special measures”
against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193).
(o) Create and retain records required under
31 CFR 103.33 in connection with the transmittals of funds in amounts equal to or in excess of $3,000, and transmit such information on
the transactions to the receiving financial institutions.
4.1 In the
event that DST detects activity as a result of the foregoing procedures, which necessitates the filing by DST of a SAR or other similar
report or notice to OFAC, then DST shall also immediately notify the Fund, unless prohibited by applicable law.
APPENDIX 2
INFORMATION SECURITY SCHEDULE
All capitalized terms not defined in this Information
Security Schedule (this “Security Schedule”) shall have the meanings ascribed to them in the Transfer Agency and Service Agreement
by and between DST and each of the funds listed on Exhibit A thereto (each such fund, or series thereof, severally, and not jointly, the
“Fund”) dated March 1, 2022 (the “Agreement”).
DST and Fund hereby agree that DST shall maintain
and comply with an information security policy (“Security Policy”) that satisfies the requirements set forth below; provided,
that, because information security is a highly dynamic space (where laws, regulations and threats are constantly changing), DST reserves
the right to make changes to its information security controls at any time and at the sole discretion of DST in a manner that it believes
does not materially reduce the protection it applies to Fund Data.
From time to time, DST may subcontract services
performed under the Agreement (to the extent provided for under the Agreement) or provide access to Fund Data or its network to a subcontractor
or other third party; provided, that, such subcontractor or third party implements and maintains security measures DST believes are at
least as stringent as those described in this Security Schedule.
For the purposes of this Schedule “prevailing
industry practices and standards” refers to standards among financial institutions, including mutual funds, and third parties providing
financial services to financial institutions.
1. Objective.
The objective of DST’s Security Policy and
related information security program is to implement data security measures reasonably designed in material respects to be consistent
with applicable prevailing industry practices and standards (“Objective”). In order to meet such Objective, DST uses commercially
reasonable efforts to:
| a. | Protect the privacy, confidentiality, integrity, and availability of all confidential data and information
disclosed by or on behalf of Fund to, or otherwise comes into the possession of DST, in connection with the provision of services under
the Agreement and to the extent the same is deemed confidential information under the terms of the Agreement (collectively, “Fund
Data”). For the avoidance of doubt, and without limiting the foregoing, “Fund Data” includes all Confidential Information
of the Fund and its agents or service providers, including, without limitation all “Customer Information,” as contemplated
in the Agreement; |
| b. | Protect against accidental, unauthorized, unauthenticated or unlawful access, copying, use, processing,
disclosure, alteration, transfer, loss or destruction of the Fund Data; |
| c. | Comply with applicable governmental laws, rules and regulations that are relevant to the handling, processing
and use of Fund Data by DST in accordance with the Agreement; and |
| d. | Implement customary administrative, physical, technical, procedural and organizational safeguards. |
| e. | Implement means and technology to encrypt Fund Data, mutually acceptable between the Fund and DST, while
in transit to and from DST. |
2. Risk Assessments.
| a. | Risk Assessment - DST shall, at least annually, perform risk assessments that are designed to identify
material threats (both internal and external) against Fund Data, the likelihood of those threats Schedule 10.2 p.2 occurring and the impact
of those threats upon DST organization to evaluate and analyze the appropriate level of information security safeguards (“Risk Assessments”). |
| b. | Risk Mitigation - DST shall use commercially reasonable efforts to manage, control and remediate
threats identified in the Risk Assessments that it believes are likely to result in material unauthorized access, copying, use, processing,
disclosure, alteration, transfer, loss or destruction of Fund Data, consistent with the Objective, and commensurate with the sensitivity
of the Fund Data and the complexity and scope of the activities of DST pursuant to the Agreement. |
| c. | Security Controls Testing - DST shall, on approximately an annual basis, engage an independent
external party to conduct a review (including information security) of DST’s systems that are related to the provision of services.
DST shall have a process to review and evaluate high risk findings resulting from this testing. |
| 3. | Security Controls. Annually, upon Fund’s reasonable request, DST
shall provide Fund’s Chief Information Security Officer or his or her designee with a summary of its corporate
information security policy and an opportunity to discuss DST’s information security measures,
and a high level and non-confidential summary of any penetration testing related to the provision of in-scope services . DST shall review
its Security Policy annually. |
| 4. | Organizational Security. |
| a. | Responsibility - DST shall assign responsibility for information security management to qualified
personnel only. |
| b. | Access - DST shall permit only those personnel performing roles supporting the provision of services
under the Agreement to access Fund Data. |
| c. | Confidentiality - DST personnel who have accessed or otherwise been made known of Fund Data shall
maintain the confidentiality of such information in accordance with the terms of the Agreement. |
| d. | Training - DST will provide information security training to its personnel on approximately an
annual basis. |
| a. | Data Sensitivity - DST acknowledges that it understands the sensitivity of Fund Data. |
| b. | External Hosting Facilities – DST shall implement controls, consistent with applicable prevailing
industry practices and standards, regarding the collection, use, storage and/or disclosure of Fund Data by an external hosting provider. |
| a. | Securing Physical Facilities - DST shall maintain systems located in DST facilities that host Fund
Data or provide services under the Agreement in an environment that is designed to be physically secure and to allow access only to authorized
individuals. A secure environment includes the availability of onsite security personnel on a 24 x 7 basis or equivalent means of monitoring
locations supporting the delivery of services under the Agreement. |
| b. | Physical Security of Media - DST shall implement controls, consistent with applicable prevailing
industry practices and standards, that are designed to deter the unauthorized viewing, copying, alteration or removal of any media containing
Fund Data. Removable media on which Fund Data is Schedule 10.2 p.3 stored by DST (including thumb drives, CDs, and DVDs, and PDAS) will
be encrypted based on DST encryption policies. |
| c. | Media Destruction - DST shall destroy removable media and any mobile device (such as discs, USB
drives, DVDs, back-up tapes, laptops and PDAs) containing Fund Data or use commercially reasonable efforts to render Fund Data on such
physical media unintelligible if such media or mobile device is no longer intended to be used. All backup tapes that are not destroyed
must meet the level of protection described in this Security Schedule until destroyed or rendered irretrievable. |
| d. | Paper Destruction - DST shall shred all paper waste containing Fund Data and dispose in a secure
and confidential manner making it unrecoverable. |
| 7. | Communications and Operations Management. |
| a. | Network Penetration Testing - DST shall, on approximately an annual basis, contract with an independent
third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. DST shall have a
process to review and evaluate high risk findings resulting from this testing. |
| b. | Data Protection During Transmission - DST shall encrypt, using an industry standard encryption
algorithm, personally identifiable Fund Data when such data is transmitted. |
| c. | Data Loss Prevention - DST shall implement a data leakage program that is designed to identify,
detect, monitor and document Fund Data leaving DST’s control without authorization in place. |
| d. | Malicious Code – DST shall implement controls that are designed to detect the introduction
or intrusion of malicious code on information systems handling or holding Fund Data and implement a process for removing said malicious
code from information systems handling or holding Fund Data. |
| a. | Authorized Access - DST shall have controls that are designed to maintain the logical separation
such that access to systems hosting Fund Data and/or being used to provide services to Fund will uniquely identify each individual requiring
access, grant access only to authorized personnel based on the principle of least privileges, and prevent unauthorized access to Fund
Data. |
| b. | User Access - DST shall have a process to promptly disable access to Fund Data by any DST personnel
who no longer requires such access. DST will also promptly remove access of Fund personnel upon receipt of notification from Fund. |
| c. | Authentication Credential Management - DST shall communicate authentication credentials to users
in a secure manner, with a proof of identity check of the intended users. |
| d. | Multi-Factor Authentication for Remote Access - DST shall use multi factor authentication and a
secure tunnel, or another strong authentication mechanism, when remotely accessing DST’s internal network. |
| 9. | Use of Laptop and Mobile Devices in connection with the Agreement. |
| a. | Encryption Requirements – DST will not locally store Fund Data on any laptops or mobile devices
(e.g., Blackberries, PDAs) managed by DST. |
| b. | Secure Storage - DST shall require that all laptops and mobile devices be securely stored Schedule
10.2 p.4 whenever out of the personnel’s immediate possession. |
| c. | Inactivity Timeout - DST shall employ access and password controls as well as inactivity timeouts
of no longer than fifteen (15) minutes on laptops, desktops and mobile devices managed by DST and used by DST’s personnel. |
| 10. | Information Systems Acquisition Development and Maintenance. a. Fund Data – Fund Data
shall only be used by DST for the purposes specified in the Agreement. b. Virus Management - DST shall maintain a malware protection
program designed to deter malware infections, detect the presence of malware within DST environment. |
| 11. | Incident Event and Communications Management. |
| a. | Incident Management/Notification of Breach - DST shall develop, implement and maintain an incident
response plan that specifies actions to be taken when DST or one of its subcontractors suspects or detects that a party has gained material
unauthorized access to Fund Data or systems or applications containing any Fund Data (the “Response Plan”). Such Response
Plan shall include the following: |
| i. | Escalation Procedures - An escalation procedure that includes notification to senior managers and
appropriate reporting to regulatory and law enforcement agencies. This procedure shall provide for reporting of incidents that compromise
the confidentiality of Fund Data (including backed up data) to Fund via telephone or email (and provide a confirmatory notice in writing
as soon as practicable); provided that the foregoing notice obligation is excused for such period of time as DST is prohibited by law,
rule, regulation or other governmental authority from notifying Fund. |
| ii. | Incident Reporting - DST will use commercially reasonable efforts to promptly furnish to Fund information
that DST has regarding the general circumstances and extent of such unauthorized access to the Fund Data. |
| iii. | Investigation and Prevention - DST shall reasonably assist Fund in investigating of any such unauthorized
access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other
legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief;
(B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights;
and (C) take reasonable actions necessary to mitigate loss from any such authorized access. |
FIRST AMENDMENT TO THE TRANSFER AGENCY
SERVICES AGREEMENT
This First Amendment (the “First
Amendment”) to the Transfer Agency and Services Agreement dated June 1, 2022 (the “Agreement”)
is entered into as of July 2 2022, 2022, between each of the investment vehicles listed on Schedule A of the Agreement, as amended hereto
(the “Funds”) and DST Asset Manager Solutions, Inc. (“DST”, and together with the
Funds, each a “Party” and collectively, the “Parties”).
WHEREAS, on June 1, 2022, the Parties
executed the Agreement by which the Funds agreed to engage DST to provide certain transfer agency services for the Funds and DST agreed
to provide such services in accordance with and subject to the terms of the Agreement; and
WHEREAS, the Parties wish to amend Schedule
A to the Agreement and make certain other changes;
NOW, THEREFORE, in consideration of the
representations, warranties, covenants, and agreements set forth in the Agreement, the Parties hereby agree to enter into this First Amendment
as follows:
| 1. | Schedule A to the Agreement is deleted in its entirety and replaced by the
Schedule A attached to this First Amendment. |
1.
- The first paragraph of Appendix 2 of
the Agreement is deleted in its entirety and replaced by the following text:
“All capitalized terms not defined
in this Information Security Schedule (this “Security Schedule”) shall have the meanings ascribed to them in the Transfer
Agency and Service Agreement by and between DST and each of the funds listed on Schedule A thereto (each such fund, or series thereof,
severally, and not jointly, the “Fund”) dated June 1, 2022 (the “Agreement”).”
[First Amendment
to the Transfer Agency and Service Agreement signature page follows.]
IN WITNESS WHEREOF,
the Parties hereto have duly executed this First Amendment as of the date first above written.
|
DST ASSET MANAGER SOLUTIONS, INC.
|
BY EACH OF THE FEDERATED HERMES FUNDS LISTED ON SCHEDULE A (OTHER THAN COLLECTIVE TRUSTS), SEVERALLY AND NOT JOINTLY |
|
By: |
/s/ Nick Wright |
By: |
/s/ Peter Germain |
|
Name: |
Nick Wright |
Name: |
Peter Germain |
|
Title: |
Authorized Signatory |
Title: |
Secretary |
| |
BY EACH OF THE FEDERATED HERMES FUNDS THAT ARE COLLECTIVE TRUSTS, SEVERALLY AND NOT JOINTLY |
|
|
|
By: |
/s/ Richard A. Novak |
| |
|
Name: |
Richard A. Novak |
| |
|
Title: |
President |
[Signature Page to the First Amendment
to the Transfer Agency and Services Agreement]
Schedule A
September 2, 2022
Funds
| Date added to the contract |
REGISTRANT NAME |
SERIES NAME
(if applicable) |
Transfer Agent Fund Number |
Class |
| 7/1/2004 |
Federated Hermes Adjustable Rate Securities Trust |
|
|
|
| |
|
FEDERATED HERMES ADJUSTABLE RATE FUND |
96 |
SS |
| |
|
FEDERATED HERMES ADJUSTABLE RATE FUND |
325 |
IS |
| |
|
|
|
|
| 8/31/2017 |
Federated Hermes Adviser Series |
|
|
|
| |
|
FEDERATED HERMES EMERGING MARKETS EQUITY FUND |
813 |
IS |
| |
|
FEDERATED HERMES EMERGING MARKETS EQUITY FUND |
818 |
R6 |
| |
|
FEDERATED HERMES CONSERV MICROSHORT |
564 |
IS |
| |
|
FEDERATED HERMES CONSERV MUNI MICRO |
567 |
IS |
| |
|
FEDERATED HERMES GLOBAL EQUITY FUND |
934 |
IS |
| |
|
FEDERATED HERMES GLOBAL EQUITY FUND |
935 |
R6 |
| |
|
FEDERATED HERMES INTERNATIONAL DEVELOPED EQUITY FUND |
443 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL DEVELOPED EQUITY FUND |
444 |
R6 |
| |
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND |
431 |
A |
| |
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND |
441 |
IS |
| |
|
FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND |
442 |
R6 |
| |
|
FEDERATED HERMES SDG ENGAGEMENT HY CREDIT FUND |
669 |
IS |
| |
|
FEDERATED HERMES SDG ENGAGEMENT HY CREDIT FUND |
672 |
R6 |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
713 |
A |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
714 |
C |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
717 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL EQUITY FUND |
718 |
R6 |
| |
|
FEDERATED HERMES INTERNATIONAL GROWTH FUND |
728 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL GROWTH FUND |
778 |
R6 |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
426 |
IS |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
428 |
ss |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
429 |
R6 |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
419 |
A |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
420 |
B |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
422 |
C |
| |
|
FEDERATED HERMES MDT LARGE CAP VALUE FUND |
425 |
R |
| |
|
FEDERATED HERMES U.S. SMID FUND |
165 |
IS |
| |
|
FEDERATED HERMES U.S. SMID FUND |
187 |
R6 |
| |
|
FEDERATED HERMES MDT MARKET NEUTRAL FUND |
299 |
A |
| |
|
FEDERATED HERMES MDT MARKET NEUTRAL FUND |
315 |
IS |
| |
|
|
|
|
| |
Federated Hermes Core Trust: |
|
|
|
| 3/21/2016 |
|
EMERGING MARKETS CORE FUND |
812 |
|
| 8/16/2010 |
|
BANK LOAN CORE FUND |
850 |
|
| 7/1/2004 |
|
MORTGAGE CORE FUND |
938 |
|
| 7/1/2004 |
|
HIGH YIELD BOND CORE FUND |
871 |
|
| |
|
|
|
|
| |
Federated Hermes Core Trust III: |
|
|
|
| 3/1/2008 |
|
PROJECT AND TRADE FINANCE CORE FUND |
148 |
|
| |
|
|
|
|
| |
|
|
|
|
| |
Federated Hermes Equity Funds: |
|
|
|
| 12/1/2008 |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
639 |
A |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
658 |
C |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
659 |
IS |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
670 |
R |
| |
|
FEDERATED HERMES CLOVER SMALL VALUE FUND |
539 |
R6 |
| 3/1/2008 |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
432 |
A |
| |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
433 |
C |
| |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
434 |
IS |
| |
|
FEDERATED HERMES INTL STRATEGIC VAL DIV FUND |
466 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES KAUFMANN FUND |
66 |
A |
| |
|
FEDERATED HERMES KAUFMANN FUND |
67 |
B |
| |
|
FEDERATED HERMES KAUFMANN FUND |
70 |
C |
| |
|
FEDERATED HERMES KAUFMANN FUND |
74 |
R |
| |
|
FEDERATED HERMES KAUFMANN FUND |
123 |
IS |
| 9/17/2007 |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
352 |
A |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
353 |
C |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
355 |
IS |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
354 |
R |
| |
|
FEDERATED HERMES KAUFMANN LARGE CAP FUND |
401 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
163 |
IS |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
146 |
R6 |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
757 |
A |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
758 |
B |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
759 |
C |
| |
|
FEDERATED HERMES KAUFMANN SMALL CAP FUND |
154 |
R |
| 7/1/2004 |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
677 |
A |
| |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
650 |
C |
| |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
656 |
IS |
| |
|
FEDERATED HERMES MDT MID CAP GROWTH FUND |
679 |
R6 |
| 9/1/2008 |
|
FEDERATED HERMES PRUDENT BEAR FUND |
409 |
A |
| |
|
FEDERATED HERMES PRUDENT BEAR FUND |
415 |
C |
| |
|
FEDERATED HERMES PRUDENT BEAR FUND |
418 |
IS |
| 12/1/2004 |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
661 |
A |
| |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
663 |
C |
| |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
662 |
IS |
| |
|
FEDERATED HERMES STRATEGIC VALUE DIVIDEND |
251 |
R6 |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Equity Income Fund Inc. |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
34 |
R |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
629 |
B |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
241 |
C |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
326 |
A |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
849 |
IS |
| |
|
FEDERATED HERMES EQUITY INCOME FUND |
304 |
F |
| |
|
|
|
|
| |
Federated Hermes Fixed Income Securities, Inc.: |
|
|
|
| |
|
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MUNI ULTRASHORT FUND |
253 |
IS |
| |
|
FEDERATED HERMES MUNI ULTRASHORT FUND |
254 |
A |
| |
|
FEDERATED HERMES MUNI ULTRASHORT FUND |
230 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
652 |
B |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
382 |
C |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
383 |
F |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
381 |
A |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
414 |
R6 |
| |
|
FEDERATED HERMES STRATEGIC INCOME FUND |
653 |
IS |
| |
|
|
|
|
| 6/1/2008 |
Federated Hermes Global Allocation Fund |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
373 |
B |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
608 |
C |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
894 |
R |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
232 |
R6 |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
11 |
A |
| |
|
FEDERATED HERMES GLOBAL ALLOCATION FUND |
879 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Government Income Securities, Inc. |
|
|
|
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
166 |
A |
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
171 |
C |
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
21 |
F |
| |
|
FEDERATED HERMES GOV INCOME SECURITIES |
615 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Government Income Trust |
|
|
|
| |
|
FEDERATED HERMES GOVERNMENT INCOME FUND |
36 |
IS |
| |
|
FEDERATED HERMES GOVERNMENT INCOME FUND |
102 |
ss |
| |
|
|
|
|
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes High Income Bond Fund, Inc. |
|
|
|
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
630 |
B |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
492 |
R6 |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
242 |
C |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
317 |
A |
| |
|
FEDERATED HERMES HIGH INCOME BOND FUND |
491 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes High Yield Trust: |
|
|
|
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
77 |
IS |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
113 |
A |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
120 |
C |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
430 |
R6 |
| |
|
FEDERATED HERMES OPPORTNSTC HI-YLD BND |
38 |
ss |
| |
|
|
|
|
| |
Federated Hermes Income Securities Trust: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES CAPITAL INCOME FUND |
312 |
A |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
631 |
B |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
244 |
C |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
374 |
F |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
300 |
R |
| |
|
FEDERATED HERMES CAPITAL INCOME FUND |
830 |
IS |
| 9/1/2004 |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
701 |
R6 |
| |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
693 |
IS |
| |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
687 |
A |
| |
|
FEDERATED HERMES FLTG RATE STR INCOME FUND |
188 |
A1 |
| 7/1/2004 |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
601 |
B |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
238 |
C |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
309 |
A |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES |
614 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES INTERM CORP BOND FUND |
303 |
IS |
| |
|
FEDERATED HERMES INTERM CORP BOND FUND |
348 |
ss |
| 7/1/2004 |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
888 |
B |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
887 |
A |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
889 |
C |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
901 |
F |
| |
|
FEDERATED HERMES MUNI & STOCK ADVT FUND |
876 |
IS |
| 12/1/2005 |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
183 |
A |
| |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
184 |
C |
| |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
185 |
IS |
| |
|
FEDERATED HERMES INFL PROTECTED SEC FD |
327 |
R6 |
| 7/18/2004 |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
292 |
R6 |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
65 |
SS |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
638 |
IS |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
607 |
A |
| |
|
FEDERATED HERMES SHORT-TERM INCOME FUND |
579 |
A2 |
| |
|
|
|
|
| |
Federated Hermes Index Trust: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
39 |
IS |
| |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
895 |
R |
| |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
281 |
ss |
| |
|
FEDERATED HERMES MAX-CAP INDEX FUND |
867 |
C |
| 7/1/2004 |
|
FEDERATED HERMES MID-CAP INDEX FUND |
156 |
R6 |
| |
|
FEDERATED HERMES MID-CAP INDEX FUND |
153 |
IS |
| |
|
FEDERATED HERMES MID-CAP INDEX FUND |
151 |
ss |
| |
|
|
|
|
| |
Federated Hermes Institutional Trust |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
969 |
ss |
| |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
891 |
A |
| |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
840 |
R6 |
| |
|
FEDERATED HERMES GOV ULTRASHORT DUR FUND |
626 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES INSTL HIGH YIELD BOND FUND |
900 |
IS |
| |
|
FEDERATED HERMES INSTL HIGH YIELD BOND FUND |
221 |
R6 |
| 6/1/2005 |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
114 |
A |
| |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
63 |
IS |
| |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
107 |
ss |
| |
|
FEDERATED HERMES SH-INT TOTAL RETURN BOND |
127 |
R6 |
| |
|
|
|
|
| |
Federated Hermes Insurance Series |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MANAGED VOLATILITY FUND II |
333 |
P |
| |
|
FEDERATED HERMES MANAGED VOLATILITY FUND II |
403 |
S |
| |
|
FEDERATED HERMES FUND U.S. GOV SECURITIES II |
334 |
-- |
| |
|
FEDERATED HERMES GOVT MONEY FUND II |
330 |
S |
| 7/1/2004 |
|
FEDERATED HERMES HIGH INCOME BOND II |
250 |
S |
| |
|
FEDERATED HERMES HIGH INCOME BOND II |
336 |
p |
| 7/1/2004 |
|
FEDERATED HERMES KAUFMANN FUND II |
953 |
p |
| |
|
FEDERATED HERMES KAUFMANN FUND II |
957 |
s |
| 7/1/2004 |
|
FEDERATED HERMES QUALITY BOND II |
921 |
p |
| |
|
FEDERATED HERMES QUALITY BOND II |
929 |
s |
| |
|
|
|
|
| |
Federated Hermes International Series, Inc.: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD |
152 |
IS |
| |
|
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD |
240 |
C |
| |
|
FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD |
316 |
A |
| |
|
|
|
|
| |
Federated Hermes Investment Series Funds, Inc.: |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
641 |
A |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
642 |
B |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
643 |
C |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
655 |
IS |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
671 |
R6 |
| |
|
FEDERATED HERMES CORPORATE BOND FUND |
198 |
F |
| |
|
|
|
|
| |
Federated Hermes Managed Pool Series: |
|
|
|
| |
|
|
|
|
| 12/1/2005 |
|
FEDERATED HERMES CORPORATE BOND STRATEGY PORTFOLIO |
157 |
|
| 12/1/2005 |
|
FEDERATED HERMES HIGH-YIELD STRATEGY PORTFOLIO |
744 |
|
| 12/1/2005 |
|
FEDERATED HERMES INTL BOND STRATEGY PORT |
742 |
|
| 12/1/2014 |
|
FEDERATED HERMES INTERNATIONAL DIV STRATEGY |
569 |
|
| 12/1/2005 |
|
FEDERATED HERMES MORTGAGE STRATEGY PORT |
743 |
|
| |
|
|
|
|
| |
Federated Hermes MDT Series: |
|
|
|
| 7/31/2006 |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
210 |
A |
| |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
224 |
C |
| |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
226 |
IS |
| |
|
FEDERATED HERMES MDT ALL CAP CORE FUND |
233 |
R6 |
| 7/31/2006 |
|
FEDERATED HERMES MDT BALANCED FUND |
285 |
A |
| |
|
FEDERATED HERMES MDT BALANCED FUND |
296 |
C |
| |
|
FEDERATED HERMES MDT BALANCED FUND |
297 |
IS |
| |
|
FEDERATED HERMES MDT BALANCED FUND |
314 |
R6 |
| 7/31/2006 |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
265 |
A |
| |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
271 |
B |
| |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
267 |
C |
| |
|
FEDERATED HERMES MDT LARGE CAP GROWTH FUND |
269 |
IS |
| 7/31/2006 |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
237 |
A |
| |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
245 |
C |
| |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
255 |
IS |
| |
|
FEDERATED HERMES MDT SMALL CAP CORE FUND |
223 |
R6 |
| 7/31/2006 |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
282 |
A |
| |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
283 |
C |
| |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
284 |
IS |
| |
|
FEDERATED HERMES MDT SMALL CAP GROWTH FUND |
231 |
R6 |
| |
|
|
|
|
| |
Federated Hermes Municipal Bond Fund, Inc: |
|
|
|
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
141 |
IS |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
375 |
F |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
602 |
B |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
243 |
C |
| |
|
FEDERATED HERMES MUNICIPAL BOND FUND INC. |
384 |
A |
| |
|
|
|
|
| |
Federated Hermes Municipal Securities Income Trust: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND |
145 |
A |
| |
|
FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND |
622 |
IS |
| 6/1/2006 |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
310 |
F |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
214 |
C |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
167 |
A |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
170 |
B |
| |
|
FEDERATED HERMES MUNI HIGH YIELD ADVT FUND |
380 |
IS |
| |
|
FEDERATED HERMES OHIO MUNI INCOME |
164 |
A |
| |
|
FEDERATED HERMES OHIO MUNI INCOME |
313 |
F |
| |
|
FEDERATED HERMES OHIO MUNI INCOME |
623 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES PENNSYLVANIA MUNI INCOME |
311 |
A |
| |
|
FEDERATED HERMES PENNSYLVANIA MUNI INCOME |
673 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Short- Intermediate Duration Municipal Trust |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
291 |
A |
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
24 |
IS |
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
289 |
ss |
| |
|
FEDERATED HERMES SH-INT MUNI FUND |
84 |
A2 |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Total Return Government Bond Fund |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND |
234 |
R6 |
| |
|
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND |
648 |
ss |
| |
|
FEDERATED HERMES TOTAL RETURN GOVT BOND FUND |
647 |
IS |
| |
|
|
|
|
| |
Federated Hermes Total Return Series, Inc.: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES CORE BOND FUND |
835 |
IS |
| |
|
FEDERATED HERMES CORE BOND FUND |
837 |
A |
| |
|
FEDERATED HERMES CORE BOND FUND |
890 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
328 |
IS |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
288 |
ss |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
893 |
R |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
225 |
R6 |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
404 |
A |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
405 |
B |
| |
|
FEDERATED HERMES TOTAL RETURN BOND FUND |
406 |
C |
| 7/1/2004 |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
218 |
A |
| |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
838 |
ss |
| |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
108 |
IS |
| |
|
FEDERATED HERMES ULTRASHORT BOND FUND |
344 |
R6 |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Short-Term Government Trust |
|
|
|
| |
|
FEDERATED HERMES SHORT-TERM GOV'T FUND |
100 |
ss |
| |
|
FEDERATED HERMES SHORT-TERM GOV'T FUND |
79 |
y |
| |
|
FEDERATED HERMES SHORT-TERM GOV'T FUND |
9 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Short-Intermediate Government Trust |
|
|
|
| |
|
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND |
192 |
ss |
| |
|
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND |
896 |
R |
| |
|
FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND |
47 |
IS |
| |
|
|
|
|
| |
Federated Hermes World Investment Series, Inc.: |
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES EMERGING MARKET DEBT FUND |
831 |
IS |
| |
|
FEDERATED HERMES EMERGING MARKET DEBT FUND |
609 |
A |
| |
|
FEDERATED HERMES EMERGING MARKET DEBT FUND |
611 |
C |
| 7/1/2004 |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
103 |
A |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
104 |
B |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
105 |
C |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
119 |
IS |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
106 |
R |
| |
|
FEDERATED HERMES INTERNATIONAL LEADERS FUND |
110 |
R6 |
| 7/1/2004 |
|
FEDERATED HERMES INTL SMALL-MID COMPANY FUND |
695 |
A |
| |
|
FEDERATED HERMES INTL SMALL-MID COMPANY FUND |
697 |
C |
| |
|
FEDERATED HERMES INTL SMALL-MID COMPANY FUND |
682 |
IS |
| |
|
|
|
|
| 7/1/2004 |
Federated Hermes Intermediate Municipal Trust |
|
|
|
| |
|
|
|
|
| |
|
FEDERATED HERMES INTERMEDIATE MUNI FUND |
78 |
ss |
| |
|
FEDERATED HERMES INTERMEDIATE MUNI FUND |
739 |
IS |
| |
|
|
|
|
| |
Federated Hermes Money Market Obligations Trust: |
|
|
|
| |
|
|
|
|
| 7/1/2004 |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
80 |
ss |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
800 |
ws |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
280 |
CII |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
809 |
CAP |
| |
|
FEDERATED HERMES CALIFORNIA MUNI CASH TRUST |
810 |
cs |
| 12/1/2004 |
|
FEDERATED HERMES CAPITAL RESERVES FUND |
806 |
|
| 7/1/2004 |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
386 |
cs |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
385 |
CII |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
805 |
CAP |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
158 |
ADM |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
117 |
PRM |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
5 |
IS |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
703 |
TR |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
395 |
ss |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
7 |
SEL |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
484 |
AVR |
| |
|
FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND |
707 |
SDG |
| 7/1/2004 |
|
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD |
613 |
AS |
| |
|
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD |
636 |
IS |
| |
|
FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD |
637 |
ss |
| 12/1/2004 |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
970 |
A |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
971 |
B |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
972 |
C |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
807 |
p |
| |
|
FEDERATED HERMES GOVERNMENT RESERVES FUND |
973 |
F |
| 7/1/2004 |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
136 |
CAP |
| |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
349 |
EAG |
| |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
58 |
IS |
| |
|
FEDERATED HERMES INSTITUTIONAL MMKT MGMT |
219 |
ss |
| |
|
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND |
10 |
IS |
| |
|
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND |
143 |
CAP |
| |
|
FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND |
396 |
ss |
| 7/1/2004 |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
858 |
CAP |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
821 |
cs |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
820 |
CII |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
852 |
ws |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
839 |
IV |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
855 |
ss |
| |
|
FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND |
833 |
AS |
| 7/1/2004 |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
878 |
cs |
| |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
12 |
ss |
| |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
825 |
ws |
| |
|
FEDERATED HERMES NEW YORK MUNI CASH TRUST |
111 |
CII |
| 7/1/2004 |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
857 |
CAP |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
911 |
CII |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
851 |
ws |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
854 |
ss |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
909 |
AS |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
914 |
R |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
913 |
cs |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
915 |
TR |
| |
|
FEDERATED HERMES PRIME CASH OBLIGATIONS FD |
485 |
AVR |
| 7/1/2004 |
|
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL |
859 |
CAP |
| |
|
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL |
853 |
IS |
| |
|
FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL |
856 |
ss |
| 7/1/2004 |
|
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND |
15 |
ws |
| |
|
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND |
397 |
ss |
| |
|
FEDERATED HERMES TAX-FREE OBLIGATIONS FUND |
486 |
AVR |
| 7/1/2004 |
|
FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR |
42 |
IS |
| |
|
FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR |
73 |
PRM |
| 7/1/2004 |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
115 |
AS |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
862 |
CAP |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
68 |
IS |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
398 |
SS |
| |
|
FEDERATED HERMES TREASURY OBLIGATIONS FUND |
702 |
TR |
| 7/1/2004 |
|
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS |
54 |
cs |
| |
|
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS |
52 |
CII |
| |
|
FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS |
59 |
IS |
| 7/1/2004 |
|
FEDERATED HERMES U.S. TREASURY CASH RSV |
632 |
SS |
| |
|
FEDERATED HERMES U.S. TREASURY CASH RSV |
125 |
IS |
| |
|
|
|
|
| |
|
COLLECTIVE TRUSTS |
|
|
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
4 |
ISP |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
25 |
RP |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
26 |
SP |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
27 |
yp |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
35 |
R6P |
| |
|
FEDERATED HERMES CAPITAL PRESERVATION FUND |
40 |
IP |
| |
|
FEDERATED HERMES INSTITUTIONAL FIXED INCOME FUND |
45 |
|
| DST Asset Manager Solutions, Inc. |
By each of the Federated Hermes Funds listed on Schedule A (other than Collective Trusts), severally and not jointly. |
| By: /s/ Nick Wright |
By: /s/ Peter Germain |
| Name: Nick Wright |
Name: Peter Germain |
| Title: Authorized Signatory |
Title: Secretary |
| |
By each of the Federated Hermes Funds that are Collective Trusts, severally and not jointly. |
| |
By: /s/ Richard A. Novak |
| |
Name: Richard A. Novak |
| |
Title: President |
1
The accounts, transactions, items and activity reviewed in each case are subject to certain standard exclusions
as set forth in written procedures of DST, which have been made available to the Fund and which may be modified from time to time.
Exhibit 28 (h) (3) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FOURTH AMENDED AND RESTATED
AGREEMENT
for
ADMINISTRATIVE SERVICES
This Fourth Amended and
Restated Agreement for Administrative Services (the “Agreement”) is made, severally and not jointly, as of September
1, 2022, 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 Third Amended and Restated
Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2021, 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, 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 (including participation in class-action lawsuits) 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. | Using reasonable judgement and subject to any terms and conditions established by the Board and the requirements
of the 1940 Act and in consultation with Fund Treasury, determine on behalf of the Investment Company whether or not to participate in
domestic and/or offshore class-action lawsuits in which the Investment Company is eligible to participate, and provide guidance to Fund
Treasury regarding the Investment Company’s participation in any such class-action lawsuits. |
| 12. | Seek formal guidance from regulatory authorities concerning the application of various regulations to
the Investment Company and seek exemptive relief, where appropriate. |
| 13. | 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. |
| 14. | 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. |
| 15. | 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. |
| 16. | 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. |
| 17. | 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. |
| 18. | 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. |
| 19. | 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). |
| 20. | Administer the Investment Company’s code of ethics. |
| 21. | Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions
as set forth in its currently effective registration statement. |
| 22. | Implement and maintain, together with affiliated companies, a business continuation and disaster recovery
program for the Investment Company. |
| 23. | Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment
Company. |
| 24. | 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”). |
| 25. | Provide administrative and compliance support services, as requested by the Derivatives Risk Management
Administrator, for those Funds that transact in derivatives, which includes monitoring compliance with policies and procedures and applicable
laws, rules and regulations. |
| 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. | Support the Investment Company's investment advisers as the “Valuation Designees” under Rule
2a-5 of the 1940 Act. Evaluate and recommend the pricing services used by the Investment Company; support 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), qualified business interest income for purposes of shareholders’ IRC
Section 163J business interest expense deductions, if applicable, 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. |
| 18. | Supervise relationship with fund financial service providers (e.g., custodians, accounting and audit firms,
tax specialists, etc.) and the services provided to the Investment Company, including foreign tax reclaims, and relief at source and stamp
duty refunds. Participate in the negotiation of service providers’ contracts and fees for such services, and provide assistance
to service providers (e.g., providing requested data), as needed. |
| 19. | Supervise fund accountant’s compilation of semi-annual and annual reports in accordance with required
accounting standards, and provide review and needed assistance regarding certain disclosures, auditor requests and other information to
facilitate the timely completion of the annual audits. Manage the Sarbanes-Oxley Section 302 certification process and respond to related
regulator inquiries as needed. |
| 20. | Manage relationships with the respective independent audit firms, including the annual negotiation of
the engagement letters and fees. |
| 21. | Using reasonable judgement and subject to any terms and conditions established by the Board and the requirements
of the 1940 Act and in consultation with Legal, determine on behalf of the Investment Company whether or not to participate in domestic
and/or offshore class-action lawsuits in which the Investment Company is eligible to participate. |
| 22. | Coordinate the Investment Company’s participation in any class-action lawsuits, including the information
flow among the Investment Company’s third-party class-action service provider, the relevant “Claims Administrator” in
a given action, the fund accountants, and fund advisors, and assist in resolving any data discrepancies that may arise in filing a claim. |
| 23. | Processes any settlement proceeds recovered by the Investment Company as a result of a class-action lawsuits. |
| 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 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. | Provide services and support, as requested by the Responsible Investing Office (“RIO”),
in relation to environmental, social and governance (“ESG”) investing by the Funds, which include monitoring compliance with
its policies and procedures with all applicable laws, rules and regulations. |
| 13. | 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 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 FAS 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,
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 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 (including expenses incurred in routing shareholder services
fees, recordkeeping fees and distribution fees to third-party intermediaries);
(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 travel, 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 a Fund’s participation in a class-action lawsuit), including third-party record-retention costs
related to litigation holds; (y) professional fees associated with tax reclaims, relief at source, stamp duty or other similar services
provided by vendors such as accounting and legal firms or other providers specializing in such services; and
(iii) any other expenses
approved from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), (ii) and (iii) 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.
For purposes of implementing changes
to the effective Administrative Services Fee rate, if any, changes to the effective rate will begin accruing on the first calendar day
of the month following a calculated change equal to no less than 0.001% and only after such change remains static for at least 15 calendar
days, provided the 15th day does not fall after approximately the 20th calendar day of the same month. Otherwise, any changes to the effective
rate will begin accruing on the first calendar day of the second month following such calculated change.
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.
| B. | 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.
Unless the context clearly
requires otherwise, “includes,” “including” and similar terms are intended to connote illustrative examples and
shall be construed as being followed by “, without limitation,”.
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 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, 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 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.
December 1, 2022
| CONTRACT DATE |
INVESTMENT COMPANY |
|
| 11/1/03 |
Federated Hermes Adjustable Rate Securities Trust |
|
| 8/1/22 |
Federated Hermes Adjustable Rate Fund |
Class A Shares |
| 11/1/03 |
|
Institutional 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 |
| 12/1/20 |
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 |
| 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 Duration Corporate ETF |
|
| 9/1/21 |
Federated Hermes Short Duration High Yield ETF |
|
| 9/1/22 |
Federated Hermes U.S. Strategic Dividend 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 |
|
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 Inflation Protected Securities Fund (formerly Federated Hermes Real Return Bond Fund) |
|
| 12/1/05 |
|
Class A Shares |
| 12/1/05 |
|
Class C Shares |
| 12/1/05 |
|
Institutional Shares |
| 1/1/22 |
|
Class R6 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 |
|
| 12/1/22 |
|
Class A Shares |
| 12/1/22 |
|
Class C Shares |
| 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 |
|
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 |
|
| 6/1/06 |
Federated Hermes Michigan Intermediate Municipal Fund |
|
| 6/1/06 |
|
Class A Shares |
| 6/1/06 |
|
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 |
| 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 |
|
| 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 Trust |
|
| 11/1/03 |
Federated Hermes Short-Term Government Fund |
Service Shares |
| 11/1/03 |
Federated Hermes Short-Intermediate Government Trust |
|
| 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 |
|
| 08/01/22 |
Federated Hermes Intermediate Municipal Fund |
|
| 08/01/22 |
|
Class A Shares |
| 11/1/03 |
|
Institutional 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 |
| 4/1/22 |
|
SDG 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 |
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
