0001623632-21-000684.txt : 20210611 0001623632-21-000684.hdr.sgml : 20210611 20210611134051 ACCESSION NUMBER: 0001623632-21-000684 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 40 FILED AS OF DATE: 20210611 DATE AS OF CHANGE: 20210611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Federated Hermes MDT Series CENTRAL INDEX KEY: 0001363526 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-257017 FILM NUMBER: 211010674 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS FUNDS STREET 2: 4000 ERICSSON DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7561 BUSINESS PHONE: 412-288-1900 MAIL ADDRESS: STREET 1: FEDERATED INVESTORS FUNDS STREET 2: 4000 ERICSSON DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7561 FORMER COMPANY: FORMER CONFORMED NAME: Federated MDT Series DATE OF NAME CHANGE: 20060519 CENTRAL INDEX KEY: 0001363526 S000012972 Federated Hermes MDT Small Cap Core Fund C000035058 Class A Shares QASCX CENTRAL INDEX KEY: 0000890540 S000006464 HANCOCK HORIZON BURKENROAD SMALL CAP FUND C000017670 INVESTOR CLASS SHARES HHBUX C000017671 CLASS D SHARES HYBUX S000049425 Hancock Horizon Microcap Fund C000156294 INVESTOR CLASS SHARES HMIAX CENTRAL INDEX KEY: 0001363526 S000012972 Federated Hermes MDT Small Cap Core Fund C000035060 Institutional Shares QISCX CENTRAL INDEX KEY: 0000890540 S000006464 HANCOCK HORIZON BURKENROAD SMALL CAP FUND C000170436 Institutional Class HIBUX S000049425 Hancock Horizon Microcap Fund C000156293 Institutional Class HMIIX N-14 1 form.htm

 

File No. __________

 

 

As filed with the SEC on June 11, 2021

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-14

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       

Pre-Effective Amendment No. __     

Post-Effective Amendment No.  __    

(Check appropriate box or boxes)

 

 

FEDERATED HERMES MDT SERIES

(Exact Name of Registrant as Specified in Charter)

 

1-800-341-7400

(Area Code and Telephone Number)

4000 Ericsson Drive

Warrendale, PA 15086-7561

(Address of Principal Executive Offices)

 

 

 

Peter J. Germain, Esquire

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)

 

 

 

 

Copies to:

 

Thomas Early, Esquire

Goodwin Procter LLP

601 S. Figueroa St.

41st Floor

Los Angeles, CA 90017

 

 

 

Approximate Date of Proposed Public Offering: As soon as

practicable after this Registration Statement becomes effective

under the Securities Act of 1933, as amended.

 

Title of Securities Being Registered:

 

Institutional Shares and Class A Shares without par value, of

Federated Hermes MDT Small Cap Core Fund

 

It is proposed that this filing will become effective

On July 12, 2021 pursuant to Rule 488 under the Securities Act of 1933, as amended.

 

 

 

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

 

 

 

 

 

Prospectus/Proxy Statement

Hancock Horizon Burkenroad Small Cap Fund

Hancock Horizon Microcap Fund

 

Voting only takes a few minutes and your participation is important! We recommend that you read the Prospectus/Proxy Statement in its entirety; the explanation will help you decide on the vote. Thank you in advance for your vote.

Each of the above-referenced Hancock Horizon Funds (each a “Hancock Horizon Fund”), each a series of The Advisors' Inner Circle Fund II (“AIC Trust”), will hold a special meeting of shareholders (the “Special Meeting”) on September 10, 2021 at 10:00 a.m. (Eastern time). Due to the public health impact of the coronavirus pandemic ("COVID-19"), the Special Meeting will be held in virtual meeting format only, via the internet, with no physical in-person meeting. You will be able to attend and participate in the Special Meeting by registering online at https://viewproxy.com/HancockHorizonFunds/broadridgevsm/. If you plan on attending the Special Meeting, please follow the instructions below under “How do I vote?” and register to attend by September 9, 2021 at 10:00 a.m. (Eastern time). Please refer to the enclosed Prospectus/Proxy Statement as well as the highlighted information below for details on the proposal.

Why am I being asked to vote?

Certain mutual funds are required to obtain shareholders’ votes for certain types of events, like the one described here and in the accompanying Prospectus/Proxy Statement. As a shareholder of record as of June 14, 2021 (the “Record Date”), you have a right to vote on these events, and we urge you to do so. A prompt response will save the expense of additional follow-up mailings and solicitations.

What is the proposal?

The proposal is to reorganize each Hancock Horizon Fund into Federated Hermes MDT Small Cap Core Fund (the “Federated Hermes Fund” and, together with the Hancock Horizon Funds, the “Funds”), a fund with similar investment objectives and/or strategies (each a “Reorganization” and, collectively, the “Reorganizations”). Horizon Advisers (the “Hancock Horizon Funds Adviser”) also advises seven other mutual funds that are not part of the accompanying Prospectus/Proxy Statement. Shareholders of those other Hancock Horizon funds are voting on a similar proposal that involves their Hancock Horizon Fund reorganizing into similar funds in the Federated Hermes family of funds, as described in a separate prospectus/proxy statement. Accordingly, if you own shares of other Hancock Horizon Funds not included in the accompanying Prospectus/Proxy Statement, you may receive more than one prospectus/proxy statement. If shareholder approval is not obtained at the Special Meeting for any Reorganization, such Reorganization may occur on a separate date from the other Reorganizations, including those that are not part of this Prospectus/Proxy Statement, or may not occur.

Why has the Board of Trustees recommended that I vote in favor of the proposal?

·The Board of Trustees of the AIC Trust (the “AIC Board”) recommends that you vote in favor of the proposal because it believes that each proposed Reorganization is in the best interests of the applicable Hancock Horizon Fund and its shareholders for the reasons set forth below.
·The Hancock Horizon Funds Adviser and Federated MDTA LLC, the adviser to the Federated Hermes Fund (the “Federated Hermes Funds Adviser”), believe that the investment objectives, policies, risks and limitations of each of Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund and Federated Hermes MDT Small Cap Core Fund are similar and that the Federated Hermes MDT Small Cap Core Fund has competitive expense ratios with lower net expense ratios after waivers when compared to the Hancock Horizon Funds. The Federated Hermes MDT Small Cap Core Fund has also outperformed each Hancock Horizon Fund for the 1-, 5- and 10-year periods ended March 31, 2021, although the Hancock Horizon Funds have outperformed the Federated Hermes Fund in certain annual periods. Shareholders should carefully review the “COMPARATIVE FEE TABLES” and “COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION” sections of the Prospectus/Proxy Statement to evaluate the fees and performance records of the Funds for each proposed Reorganization.
·The Federated Hermes MDT Small Cap Core Fund will be the legal and accounting survivor in each of these Reorganizations.
·The Federated Hermes Funds Adviser and Hancock Horizon Funds Adviser also believe the Reorganizations could provide the potential for greater efficiencies and investment opportunities over time, all of which may benefit the performance of the Federated Hermes Fund.
·After the Reorganization, shareholders of each Hancock Horizon Fund (as shareholders of the Federated Hermes MDT Small Cap Core Fund) will have the opportunity to: (1) continue to pursue a similar investment strategy through a Reorganization of the Hancock Horizon Fund into Federated Hermes MDT Small Cap Core Fund, which is expected to be tax-free; (2) become part of a larger family of mutual funds managed by investment advisers that have extensive management resources and experience; and (3) invest in a larger Federated Hermes Fund, which could provide benefits to shareholders.

Please see the section entitled “Summary—Reasons for the Proposed Reorganizations” in the Prospectus/Proxy Statement for more information.

Who is the investment adviser to the Federated Hermes Fund?

·The Federated Hermes Funds Adviser is an indirect wholly-owned subsidiary of Federated Hermes, Inc. Federated Hermes, Inc. is one of the largest investment management organizations in the United States. Its advisory subsidiaries advise 161 funds and manage approximately $625 billion in assets under management as of March 31, 2021, and have provided asset management services for institutional and individual investors since 1955. (Please refer to “Summary – Fund Management” in the attached Prospectus/Proxy Statement for more information.)

How will the Reorganizations affect my investment?

·Each Reorganization is expected to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended (the “Code”). However, each Hancock Horizon Fund will distribute any undistributed income and realized capital gains accumulated prior to the Reorganization to its shareholders. These distributions, if any, will be taxable to investors who hold their shares in a taxable account.
·The market value of your investment is not expected to change materially as a result of the Reorganization and you will not have to pay any sales charge in connection with the transfer of your assets. You will receive the number of shares of the Federated Hermes MDT Small Cap Core Fund based on the net asset value of the Hancock Horizon Fund shares that you own at the time of the Reorganization. However, because the values of the assets of each Hancock Horizon Fund will be determined for these purposes in accordance with the Federated Hermes MDT Small Cap Core Fund’s valuation procedures (and not the Hancock Horizon Funds’ valuation procedures), there can be no guarantee that there will not be differences in valuation between the value of your investment immediately before the Reorganization (calculated using the Hancock Horizon Funds’ valuation procedures) and the value of your investment immediately after the Reorganization. Although there are differences in the valuation procedures for the Hancock Horizon Funds and the Federated Hermes Funds, the Funds have agreed to use commercially reasonable efforts to work together to resolve any material differences as described in more detail in the Agreements and Funds’ Plans of Reorganization. The Hancock Horizon Funds Adviser and the Federated Hermes Funds Adviser do not anticipate that any such differences in valuation procedures would result in material changes to the market value of your investments.
·Although shares of the Federated Hermes MDT Small Cap Core Fund received by Hancock Horizon Fund shareholders in connection with the Reorganization will not be subject to a sales load, shareholders of the Hancock Horizon Fund who receive Class A Shares of the Federated Hermes MDT Small Cap Core Fund will be subject to a sales load on future purchases following the closing of the Reorganization unless such shareholder qualifies for a waiver from such sales load.

 


If you own shares of:
Share Class
You will receive shares of:
Share Class
Hancock Horizon Burkenroad Small Cap Fund Institutional Federated Hermes MDT Small Cap Core Fund Institutional
Investor A
D A
Hancock Horizon Microcap Fund Institutional Federated Hermes MDT Small Cap Core Fund Institutional
Investor A

 

How will the Reorganization affect my fees?

Please see the table below reflecting the pre-Reorganization total annual operating expenses for each of the Hancock Horizon Funds and classes, on a gross and net basis, and the anticipated post-Reorganization total annual operating expenses of the Federated Hermes Fund and classes, on both a gross and net basis.

Amounts stated are subject to fee waivers and expense limitations as described in more detail in the section “Comparative Fee Tables” in the accompanying Prospectus/Proxy Statement.

 

       
Hancock Horizon Fund Pre-Reorganization
Total Annual
Operating Expenses
Gross/Net
Federated Hermes Fund Post-Reorganization
Total Annual
Operating Expenses
Gross/Net*
Hancock Horizon Burkenroad Small Cap Fund   Federated Hermes MDT Small Cap Core Fund  
Institutional 1.21%/1.00% Institutional 1.06%/0.89%
Investor 1.46%/1.25% Class A 1.41%/1.14%
Class D 1.71%/1.50% Class A 1.41%/1.14%
Hancock Horizon Microcap Fund   Federated Hermes MDT Small Cap Core Fund  
Institutional 1.54%/1.30% Institutional 1.06%/0.89%
Investor 1.79%/1.55% Class A 1.41%/1.14%
*The Federated Hermes Funds Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. While the Federated Hermes Funds Adviser does not anticipate changes to these waivers and/or reimbursements, these additional arrangements may only be terminated or the limits on the fee waivers increased prior to the termination dates with the agreement of the Federated Hermes Funds Board, and if the applicable Reorganization is approved, such termination date will be extended up to, but not including the later of (a) November 1, 2022 or (b) the first day of the month following the one year anniversary of the closing date of the Reorganization. See “Comparative Fee Tables” for more details.

When will the Reorganizations occur?

Assuming shareholder approval is obtained, the Reorganization with respect to each Hancock Horizon Fund is currently expected to be consummated after the close of business on or about September 24, 2021.

Who will pay for the Reorganizations?

Fees and expenses incurred as a direct result of each Reorganization will be paid by the investment advisers to the Hancock Horizon Funds and the Federated Hermes Fund, respectively, and/or their respective affiliates, except (i) the Federated Hermes Fund will bear expenses, if any, associated with the qualification of shares of the Federated Hermes Fund for sale in the various states; and (ii) to the extent that any transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the transfer or sale and purchase of portfolio securities. The Funds shall be responsible for their respective transaction expenses associated with the sale and purchase of portfolio securities. (Please refer to “Information About the Reorganizations – Costs of Reorganizations” in the attached Prospectus/Proxy Statement for further information.)

What should I do in connection with the Reorganizations?

Please vote your shares today. If the Reorganization for your Hancock Horizon Fund is approved and consummated, your shares in the Hancock Horizon Fund will automatically be exchanged for shares of the Federated Hermes MDT Small Cap Core Fund. Please do not attempt to make the exchange yourself.

How do I vote?

There are several ways in which you can cast your vote. To vote, you may use any of the following methods:

·By Internet. Have your proxy card available. Go to the website listed on your card. Follow the instructions found on the website.
·By Telephone. Have your proxy card available. Call the toll-free number listed on your card. Follow the recorded instructions.
·By Mail. Please complete, date and sign your proxy card before mailing it in the enclosed postage-paid envelope.
·At the Special Meeting over the Internet. Shareholders of record as of the close of business on the Record Date will be able to attend and participate in the virtual Special Meeting by registering online at https://viewproxy.com/HancockHorizonFunds/broadridgevsm/. Please plan to register prior to the Special Meeting, by September 9, 2021 at 10:00 a.m. (Eastern time). Even if you plan to attend the Special Meeting, we recommend that you also authorize your proxy as described herein so that your vote will be counted if you decide not to attend the Special Meeting. Please see the “INFORMATION ABOUT THE HANCOCK HORIZON FUNDS AND FEDERATED HERMES FUNDS – ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING” section in the accompanying Prospectus/Proxy Statement for more details regarding the logistics of the virtual format of the Special Meeting.

If you have any questions before you vote, please call Broadridge Financial Solutions, Inc., at the toll-free number listed on your proxy card. They will be happy to help you understand the proposal and assist you in voting.

Whom do I call if I have questions about the Prospectus/Proxy Statement?

Please don’t hesitate to contact your Investment Professional or call us toll-free at 1-800-990-2434.

Thank you in advance for your vote.

Recommendation of the Board of Trustees

After careful consideration, the Board of Trustees of the AIC Trust has unanimously approved this proposal with respect to each Hancock Horizon Fund. The Board of Trustees of the Federated Hermes Fund has also unanimously approved this proposal with respect to Federated Hermes MDT Small Cap Core Fund. The Board of Trustees of the AIC Trust recommends that you read the enclosed materials carefully and vote FOR the proposal.

 
 

 

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

 

Hancock Horizon Burkenroad Small Cap Fund

Hancock Horizon Microcap Fund

 

To be held September 10, 2021

 

A Special Meeting of Shareholders (the “Special Meeting”) of each of the funds listed above (each a “Reorganizing Fund”) will be held at 10:00 a.m. (Eastern time) on September 10, 2021. Due to the public health impact of the coronavirus pandemic ("COVID-19"), the Special Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. At the Special Meeting, shareholders will consider the following proposal with respect to their Reorganizing Fund:

 

Proposal

 

With respect to each Reorganizing Fund, to approve an Agreement and Plan of Reorganization pursuant to which Federated Hermes MDT Small Cap Core Fund (the “Federated Hermes Fund” or “Surviving Fund”) would acquire:

a.all or substantially all of the assets (except for deferred or prepaid expenses, certain tax reclaims, and amounts reserved for payment of Reorganizing Fund liabilities) of Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund, respectively,

 

in exchange for shares of the applicable share class(es) of the Federated Hermes MDT Small Cap Core Fund to be distributed pro rata to shareholders of the corresponding class(es) of the corresponding Hancock Horizon Fund, in complete liquidation, dissolution and termination of the Hancock Horizon Fund.

 

 


If you own shares of:
Share Class
You will receive shares of:
Share Class
Hancock Horizon Burkenroad Small Cap Fund Institutional Federated Hermes MDT Small Cap Core Fund Institutional
Investor A
D A
Hancock Horizon Microcap Fund Institutional Federated Hermes MDT Small Cap Core Fund Institutional
Investor A

 

Horizon Advisers (the “Hancock Horizon Funds Adviser”) also advises seven other mutual funds that are not part of the accompanying Prospectus/Proxy Statement. Shareholders of those other Hancock Horizon funds are voting on a similar proposal that involves their Hancock Horizon Fund reorganizing into a corresponding fund in the Federated Hermes family of funds, as described in a separate prospectus/proxy statement. Accordingly, if you own shares of other Hancock Horizon Funds not included in the accompanying Prospectus/Proxy Statement, you may receive more than one prospectus/proxy statement. If shareholder approval is not obtained at the Special Meeting for any Reorganization, such Reorganization may occur on a separate date from the other Reorganizations, including those that are not part of this Prospectus/Proxy Statement, or may not occur.

 

Please take some time to read the enclosed combined Prospectus/Proxy Statement. It discusses this proposal in more detail. If you were a shareholder as of the close of business on June 14, 2021 (the “Record Date”), you may vote at the Special Meeting or at any adjournment or postponement of the Special Meeting. In light of the public health impact of COVID-19, you will not be able to attend the Special Meeting in person. However, shareholders of each Hancock Horizon Fund on the Record Date may participate in and vote at the Special Meeting on the internet by virtual means. To participate in the Special Meeting virtually, shareholders must register in advance by visiting https://viewproxy.com/HancockHorizonFunds/broadridgevsm/ and submitting the requested required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Hancock Horizon Funds’ proxy tabulator. Please plan to register prior to the Special Meeting, by September 9, 2021 at 10:00am (Eastern time). Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. Once shareholders have obtained a new control number, they must visit https://viewproxy.com/HancockHorizonFunds/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Special Meeting. After shareholders have submitted their registration information, they will receive an e-mail from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders’ registration requests have been accepted, they will receive (i) an email containing an event link to attend the Special Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at https://viewproxy.com/HancockHorizonFunds/broadridgevsm/. Only shareholders of the Hancock Horizon Funds present virtually or by proxy will be permitted to attend the virtual Special Meeting and be able to vote, or otherwise exercise the powers of a shareholder, at the Special Meeting.

 

If you cannot attend virtually, please vote by mail, telephone or internet. Just follow the instructions on the enclosed proxy card. If you have questions, please call 1-800-990-2434. It is important that you vote. The Board of Trustees of each Reorganizing Fund recommends that you vote FOR its Reorganization.

 

By order of the Board of Trustees  
   
/s/ Michael Beattie  
   
Michael Beattie  
President  
June 11, 2021  

 

 

 
 

 

PROSPECTUS/PROXY STATEMENT

July 12, 2021

RELATING TO THE ACQUISITION OF THE ASSETS OF:

Certain series of The Advisors’ Inner Circle Fund II

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Telephone No: 1-800-932-7781

BY AND IN EXCHANGE FOR SHARES OF

Certain Federated Hermes Funds

4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Telephone No: 1-800-341-7400

This Prospectus/Proxy Statement describes reorganizations (each a “Reorganization” and, collectively, the “Reorganizations”) to be effected pursuant to separate Agreements and Plans of Reorganization (each a “Plan” and, collectively, as applicable, the “Plans”), upon which shareholders of the funds described below will be asked to vote at a Special Meeting to be held at 10:00 a.m. (Eastern time), on September 10, 2021. Due to the public health impact of the coronavirus pandemic ("COVID-19"), the Special Meeting will not be held in person but rather will be held as a virtual meeting. Under the Plans, the portfolios (each, a “Hancock Horizon Fund” or “Reorganizing Fund” and collectively the “Hancock Horizon Funds” or “Reorganizing Funds”) of The Advisors’ Inner Circle Fund II (the “AIC Trust” or “Reorganizing Fund Registrant”) as described in the chart below, will transfer all or substantially all of their assets (except certain deferred or prepaid expenses, certain tax reclaims and amounts reserved for payment of Reorganizing Fund liabilities) to Federated Hermes MDT Small Cap Core Fund (the “Federated Hermes Fund” or “Surviving Fund”), a portfolio of Federated Hermes MDT Series (the “Federated Hermes Registrant”) in exchange for shares and classes of the Federated Hermes Fund as set forth in the chart below:

Reorganizing Fund
(each a series of
The Advisors’ Inner Circle Fund II)
Surviving Fund
Hancock Horizon Burkenroad Small Cap Fund Federated Hermes MDT Small Cap Core Fund,
a portfolio of Federated Hermes MDT Series Trust
Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
Class D Shares Class A Shares
   
Hancock Horizon Microcap Fund

Federated Hermes MDT Small Cap Core Fund,

a portfolio of Federated Hermes MDT Series Trust

Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
   

The Hancock Horizon Funds and the Federated Hermes Fund are sometimes referred to individually as a “Fund” and, collectively, as applicable, as the “Funds.”

The Board of Trustees of the AIC Trust determined that participation by each Hancock Horizon Fund in its respective Reorganization is in the best interests of such Hancock Horizon Fund and its shareholders. The Board of Trustees of the Federated Hermes Fund determined that participation by the Federated Hermes Fund in each Reorganization is in the best interests of such Federated Hermes Fund. Information on the rationale for the Reorganizations is included in this Prospectus/Proxy Statement in the section entitled “Summary – Reasons for the Proposed Reorganizations.” For purposes of this Prospectus/Proxy Statement, the Board of Trustees of the AIC Trust and the Board of Trustees of the Federated Hermes Funds are each referred to, as applicable, as the “Board.”

Federated Hermes MDT Small Cap Core Fund is managed by Federated MDTA LLC (the “Federated Hermes Funds Adviser”), an indirect wholly-owned subsidiary of Federated Hermes, Inc. (“Federated Hermes”). Each Reorganizing Fund is managed by Horizon Advisers (the “Hancock Horizon Funds Adviser”), an unincorporated division of Hancock Whitney Bank, which is a subsidiary of Hancock Whitney Corporation.

The Hancock Horizon Funds Adviser also advises seven other mutual funds that are not part of this Prospectus/Proxy Statement. Shareholders of those other Hancock Horizon funds are voting on a similar proposal that involves their Hancock Horizon Fund reorganizing into a corresponding fund in the Federated Hermes family of funds, as described in a separate prospectus/proxy statement. Accordingly, if you own shares of other Hancock Horizon Funds not included in this Prospectus/Proxy Statement, you may receive more than one prospectus/proxy statement. If shareholder approval is not obtained at the Special Meeting for any Reorganization, such Reorganization may occur on a separate date from the other Reorganizations, including those that are not part of this Prospectus/Proxy Statement, or may not occur.

The Reorganizations are expected to be tax-free reorganizations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). For information on the federal income tax consequences of the Reorganizations, see “Summary – Tax Consequences.” However, each Hancock Horizon Fund will distribute any undistributed income and realized capital gains accumulated prior to the Reorganization to its shareholders. These distributions, if any, will be taxable to investors who hold their shares in a taxable account.

This Prospectus/Proxy Statement should be retained for future reference. It sets forth concisely the information about the Funds that a prospective investor should know before investing and it should be read and retained by investors for future reference.

Additional information about the Funds is available in the following documents which are incorporated by reference into (and therefore legally part of) this Prospectus/Proxy Statement:

1.Statement of Additional Information (“SAI”) relating to this Prospectus/Proxy Statement dated July 12, 2021.
2.Prospectus and SAI, as supplemented, for the Federated Hermes MDT Small Cap Core Fund dated September 30, 2020 (File Nos.: 811-21904 and 33-134468).
3.Prospectus and SAI, as supplemented, for the Hancock Horizon Funds dated May 1, 2021 (File Nos. 811-07102 and 33-50718).
4.Annual Report for Federated Hermes MDT Small Cap Core Fund dated July 31, 2020 (File Nos.: 811-21904 and 33-134468);
5.Semi-Annual Report for Federated Hermes MDT Small Cap Core Fund dated January 31, 2021 (File Nos.: 811-21904 and 33-134468);
6.Annual Report for the Reorganizing Funds dated December 31, 2020 (File Nos. 811-07102 and 33-50718);

Copies of these materials and other information about the Hancock Horizon Funds and the Federated Hermes Fund may be obtained without charge by writing or calling the Funds at the addresses and telephone numbers shown on the previous pages. Reports and other information about the Hancock Horizon Funds and the Federated Hermes Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may obtain copies of this information by electronic request, after paying a duplicating fee, to the following e-mail address: publicinfo@sec.gov.

Shareholders of record of the Hancock Horizon Funds as of June 14, 2021 (the “Record Date”) are entitled to receive this Prospectus/Proxy Statement and to vote at the Special Meeting.

An investment in the Funds is not a deposit of Hancock Whitney Bank or Federated Hermes and is neither insured nor guaranteed by the Federal Deposit Insurance Corporation, any other government agency, Hancock Whitney Bank or any other bank, or Federated Hermes. An investment in the Funds involves investment risks, including possible loss of the principal amount invested.

The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

No person has been authorized to give any information or to make any representations other than those contained in this Prospectus/Proxy Statement and in the materials expressly incorporated herein by reference and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds.

Shares of the Funds offered by this Prospectus/Proxy Statement are not deposits or obligations of, or guaranteed or endorsed by, any bank. Shares of the Funds are not federally insured by, guaranteed by, obligations of, or otherwise supported by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. An investment in the Funds involves investment risks, including possible loss of the principal amount invested.

 
 

TABLE OF CONTENTS

 

  Page
SUMMARY 1
REASONS FOR THE PROPOSED REORGANIZATIONS 2
TAX CONSEQUENCES 4
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RISKS 4
COMPARISON OF INVESTMENT LIMITATIONS 12
COMPARATIVE FEE TABLES 13
COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION 19
FINANCIAL HIGHLIGHTS 26
INVESTMENT ADVISERS 26
INVESTMENT ADVISORY FEES AND OTHER FEES/EXPENSES 27
PROCEDURES FOR PURCHASING, REDEEMING AND EXCHANGING SHARES 31
DIVIDENDS AND DISTRIBUTIONS; TAX INFORMATION; FREQUENT TRADING; PORTFOLIO HOLDINGS DISCLOSURE POLICIES 36
INFORMATION ABOUT THE REORGANIZATIONS 40
DESCRIPTION OF THE AGREEMENTS AND PLANS OF REORGANIZATION 43
AGREEMENT AMONG FEDERATED HERMES, INC. AND HANCOCK WHITNEY BANK  
COSTS OF THE REORGANIZATION 45
DESCRIPTION OF THE HANCOCK HORIZON FUNDS AND FEDERATED FUNDS CAPITALIZATION 46
FEDERAL INCOME TAX CONSEQUENCES 47
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS 49
INFORMATION ABOUT HANCOCK HORIZON FUNDS AND FEDERATED FUNDS 50
WHERE TO FIND ADDITIONAL INFORMATION 50
SHARE OWNERSHIP OF THE FUNDS 51
INTERESTS OF CERTAIN PERSONS 53
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY 53
ANNEX A – FORM OF AGREEMENTS AND PLANS OF REORGANIZATION A-1
ANNEX B – PRINCIPAL INVESTMENT RISKS B-1
ANNEX C – COMPARISON OF INVESTMENT LIMITATIONS C-1
ANNEX D – FINANCIAL HIGHLIGHTS D-1
ANNEX E – SUMMARY OF RIGHTS OF SHAREHOLDERS E-1

 

 

 

 

 

 
 

SUMMARY

This Summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement, or incorporated by reference into this Prospectus/Proxy Statement.

If the proposed Reorganizations are approved, under the Agreements and Plans of Reorganization (each a “Plan” and, collectively, as applicable, the “Plans”), the Hancock Horizon Funds, will transfer all or substantially all of their assets (except for deferred or prepaid expenses, certain tax reclaims, and amounts reserved for payment of Reorganizing Fund liabilities, which, with respect to each Reorganization, currently are not expected to be material in amount when the Reorganization is consummated on the Closing Date (as defined below)) to the Federated Hermes MDT Small Cap Core Fund in exchange for shares of the applicable share class(es) of the Federated Hermes MDT Small Cap Core Fund. The shares of the Federated Hermes MDT Small Cap Core Fund then will be distributed pro rata by the Hancock Horizon Funds to their shareholders in complete liquidation, dissolution and termination of the Hancock Horizon Funds. The Federated Hermes Fund will be the legal and accounting survivor in each Reorganization. The forms of the Plans are attached to this Prospectus/Proxy Statement as Annex A.

Reorganizing Fund
(each a series of
The Advisors’ Inner Circle Fund II)
Surviving Fund
Hancock Horizon Burkenroad Small Cap Fund Federated Hermes MDT Small Cap Core Fund,
a series of Federated Hermes MDT Series Trust
Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
Class D Shares Class A Shares
   
Hancock Horizon Microcap Fund

Federated Hermes MDT Small Cap Core Fund,

a series of Federated Hermes MDT Series Trust

Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
   

The Hancock Horizon Funds and the Federated Hermes Fund are sometimes referred to as a “Fund” and, collectively, as applicable, the “Funds.”

As a result of the Reorganizations, the owners of shares of each respective Hancock Horizon Fund will become the owners of shares of the Federated Hermes Fund having a total net asset value (“NAV”) equal to the total NAV of his or her holdings in each corresponding Hancock Horizon Fund on the Closing Date, subject to the following: at the time of the Reorganization, the value of the assets of each Hancock Horizon Fund will be determined in accordance with the Federated Hermes Fund’s valuation procedures (although it is not anticipated that the use of Federated Hermes’ valuation procedures will result in a material revaluation of a Hancock Horizon Fund’s assets at the time of the Reorganization). Although there are differences in the valuation procedures for the Hancock Horizon Funds and the Federated Hermes Funds, the Funds have agreed to use commercially reasonable efforts to work together to resolve any material differences as described in more detail in the Plans. Material changes to the cash value of your investment based on any such differences in valuation procedures are not anticipated.

After the distributions of the Federated Hermes Fund shares are made by the Hancock Horizon Funds, the Hancock Horizon Funds will have no shares of beneficial interest outstanding. Certificates representing shares of the Hancock Horizon Funds, if any, should be turned in to the Hancock Horizon Funds and will be canceled upon consummation of the Reorganizations. Each Hancock Horizon Fund may stop accepting new accounts and/or investments from existing accounts a few days prior to the Closing Date of its Reorganization in order to facilitate the orderly transfer of portfolio securities to the Federated Hermes Fund as part of its Reorganization. As soon as practicable after the distribution and liquidation of the Hancock Horizon Funds described above, the Board of the AIC Trust will take steps to wind down the Hancock Horizon Funds’ affairs and to have the Hancock Horizon Funds’ existence dissolved and terminated in accordance with applicable law and other applicable requirements. Each Reorganization will result in a complete liquidation, dissolution and termination of the Hancock Horizon Fund involved in such Reorganization.

For a comparison of the investment objectives, policies and risks of the Hancock Horizon Funds and the Federated Hermes Fund, see “Summary – Comparison of Investment Objectives, Policies and Risks.” Information concerning shares of the Federated Hermes Fund as compared to shares of the Hancock Horizon Funds is included in this Prospectus/Proxy Statement in the sections entitled “Summary – Comparative Fee Tables” and “Information About the Reorganizations – Description of the Hancock Horizon Funds and Federated Hermes Fund Capitalization.”

Financial Highlights for the Federated Hermes Fund are attached to this Prospectus/Proxy Statement as Annex D.

For more complete information, please read the prospectuses and statements of additional information (“SAIs”) as detailed in the list of documents incorporated by reference above.

REASONS FOR THE PROPOSED REORGANIZATIONS

The Hancock Horizon Funds Adviser has determined to discontinue its sponsorship of the Hancock Horizon Funds which are parties to the Reorganizations. The Hancock Horizon Funds Adviser believes that the Reorganizations of the Hancock Horizon Funds into the Federated Hermes Fund will benefit the Hancock Horizon Funds’ shareholders through the Federated Hermes Fund’s broader distribution capacity potentially resulting in larger, more viable funds with the potential for greater diversification and investment opportunities. In addition, the Hancock Horizon Funds Adviser believes that each proposed Reorganization will potentially benefit each Hancock Horizon Fund due to: (1) the substantially larger scale across equity, fixed income and money market funds provided by Federated Hermes; (2) better distribution opportunities to continue to grow the Funds through Federated Hermes’ more established relationships with key financial intermediaries (which may further benefit the potential economies of scale); (3) Federated Hermes’ focused commitment to the asset management industry and its ability to reinvest in its core business; and (4) Federated Hermes’ willingness to support the Hancock Horizon Funds Adviser’s holistic exit of the mutual fund advisory business.

The Hancock Horizon Funds Adviser believes that Federated Hermes’ ability to provide services to shareholders (including compliance, legal, back office and shareholder services) and grow the Federated Hermes Fund through multiple distribution channels and experienced investment professionals benefits the Hancock Horizon Funds’ shareholders. As of March 31, 2021, the approximate net assets of the Hancock Horizon Funds and Federated Hermes Fund were as presented in the table below.

Hancock Horizon Funds

Net Assets
(in millions)
(3/31/21)

 

Federated Hermes Fund

Net Assets
(in millions)
(3/31/21)

 

Hancock Horizon Burkenroad Small Cap Fund (Institutional Class Shares, Investor Class Shares and Class D Shares)

 

$139.891 Federated Hermes MDT Small Cap Core Fund (Institutional Shares and Class A Shares) $951.414
Hancock Horizon Microcap Fund (Institutional Class Shares and Investor Class Shares) $13.726 Federated Hermes MDT Small Cap Core Fund (Institutional Shares and Class A Shares) $951.414

In addition, the Hancock Horizon Funds Adviser believes that the Hancock Horizon Funds’ shareholders are expected to benefit from Federated Hermes’ experience in the mutual fund business, Federated Hermes’ investment management resources and the compatibility between the Hancock Horizon Funds and the Federated Hermes Fund in terms of investment objectives, strategies, risks and limitations. Please see “Summary – Comparison of Investment Objectives, Policies and Risks” and “Summary – Comparison of Investment Limitations” in this Prospectus/Proxy Statement for additional information.

The Hancock Horizon Funds Adviser and Federated Hermes Funds Adviser believe that the investment objectives, policies, risks and limitations of each Hancock Horizon Fund and the surviving Federated Hermes Fund are similar and that the Federated Hermes Fund has competitive expense ratios with lower net expense ratios after waivers when compared to the Hancock Horizon Funds.

As shown below, the Federated Hermes Fund has also outperformed each Hancock Horizon Fund for the 1-, 5- and 10-year periods ended March 31, 2021, although the Hancock Horizon Funds have outperformed the Federated Hermes Fund in certain annual periods. Shareholders should carefully review the “COMPARATIVE FEE TABLES” and “COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION” sections of the Prospectus/Proxy Statement to evaluate the fees and performance records of the Funds for each proposed Reorganization.

The performance information as of March 31, 2021 shown below will help you analyze each Fund’s investment risks in light of their historical returns.

Fund 1 Year 5 Year 10 Year
Hancock Horizon Burkenroad Small Cap Fund Institutional Class 92.57% 10.41% 9.58%
Federated Hermes MDT Small Cap Core Fund Institutional Shares 95.56% 15.34% 12.44%
Hancock Horizon Burkenroad Small Cap Fund Class D 91.57% 10.04% 9.26%
Hancock Horizon Burkenroad Small Cap Fund Investor Class 92.13% 10.20% 9.47%
Federated Hermes MDT Small Cap Core Fund Class A 95.17% 15.06% 12.16%
Hancock Horizon Microcap Fund Institutional Class 74.51% 5.68% N/A
Federated Hermes MDT Small Cap Core Fund Institutional Shares 95.56% 15.34% 12.44%
Hancock Horizon Microcap Fund Investor Class 74.04% 5.41% N/A
Federated Hermes MDT Small Cap Core Fund Class A 95.17% 15.06% 12.16%

The Reorganizations are also intended to be tax-free reorganizations under the Code for the Hancock Horizon Funds, their shareholders and the Federated Hermes Fund. As a non-waivable condition to the Reorganizations, the Hancock Horizon Funds and Federated Hermes Fund will receive opinions of counsel that the Reorganizations will be considered tax-free “reorganizations” under applicable provisions of the Code, so that no gain or loss will be recognized directly as a result of the Reorganizations by the Hancock Horizon Funds or the Federated Hermes Fund or the shareholders of the Hancock Horizon Funds. The Hancock Horizon Funds Adviser advised the Board of Trustees of the AIC Trust (the “AIC Board”) that it believes tax-free Reorganizations under the Code generally would be a preferable tax result for shareholders as compared to a liquidation of the Hancock Horizon Funds.

In addition, all fees and expenses incurred by the Funds in connection with the Reorganizations will be paid by the Hancock Horizon Funds Adviser or the Federated Hermes Funds Adviser, or their respective affiliates, as agreed between them, and not by Fund shareholders, except that: (1) the Federated Hermes Fund will bear expenses associated with the qualification of their shares for sale in various states on an as-incurred basis; and (2) to the extent that the Hancock Horizon Funds or Federated Hermes Fund dispose of portfolio securities in connection with the consummation of the proposed Reorganizations, the Funds may incur transaction expenses associated with the sale and purchase of such securities. The Funds shall be responsible for their respective transaction expenses associated with the sale and purchase of portfolio securities. The Hancock Horizon Funds may dispose of certain securities prior to the proposed Reorganizations being consummated to better align the portfolios of each Hancock Horizon Fund and the Federated Hermes Fund. The amount of transaction costs incurred by the Hancock Horizon Funds and the Federated Hermes Fund in connection with these potential sales and acquisitions of portfolio securities is not expected to be material. Given that the Reorganizations, if approved, would not be consummated until on or about September 24, 2021, and given that the Hancock Horizon Funds Adviser may otherwise determine to sell any security as part of its normal investment decision making process and purchase replacement securities, it is difficult to determine which portfolio securities of the Hancock Horizon Funds will be sold in connection with the proposed Reorganizations.

COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RISKS

This section will help you compare the investment objectives, policies and risks of the Hancock Horizon Funds with the Federated Hermes Fund. The investment objectives, policies and risks of the Funds are similar, although the Hancock Horizon Funds Adviser uses a different security selection process to purchase and sell securities for the Hancock Horizon Funds than the Federated Hermes Funds Adviser uses with respect to the Federated Hermes Fund. The differences in the Funds’ investment objectives, policies and risks are discussed below. While there is no assurance that any Fund will achieve its investment objectives, each Fund endeavors to do so by following the policies and strategies discussed below. Please be aware that the foregoing is only a summary, and this section is only a brief discussion. More complete information may be found in the prospectuses and SAIs of the Hancock Horizon Funds and the Federated Hermes Fund. See “Summary – Comparison of Investment Limitations” for a comparison of the Funds’ investment limitations.

The investment objectives for the Hancock Horizon Funds and the Federated Hermes Fund are fundamental and can only be changed with shareholder approval.

An investment in the Funds is not a deposit of Hancock Whitney Bank or Federated Hermes and is neither insured nor guaranteed by the Federal Deposit Insurance Corporation, any other government agency, Hancock Whitney Bank or any other bank, or Federated Hermes. An investment in the Funds involves investment risks, including possible loss of the principal amount invested.

Hancock Horizon Burkenroad Small Cap Fund – Federated Hermes MDT Small Cap Core Fund

Investment Objective

The Hancock Horizon Burkenroad Small Cap Fund and the Federated Hermes MDT Small Cap Core Fund each seek long-term capital appreciation.

Investment Policies and Strategies

Because the Hancock Horizon Burkenroad Small Cap Fund and the Federated Hermes MDT Small Cap Core Fund both refer to small cap securities in their names, the Funds have similar investment policies and strategies. The investment strategies of the Hancock Horizon Burkenroad Small Cap Fund and the Federated Hermes MDT Small Cap Core Fund differ in that the Hancock Horizon Burkenroad Small Cap Fund principally invests in small capitalization companies doing business in Alabama, Florida, Georgia, Louisiana, Mississippi and Texas, whereas the Federated Hermes MDT Small Cap Core Fund’s investments are not limited to a particular region in the U.S. In addition, the Hancock Horizon Burkenroad Small Cap Fund’s securities selection process is primarily driven by sales trends, market position and historic and expected earnings, whereas the Federated Hermes MDT Small Cap Core Fund’s securities selection process implements a quantitative model driven by fundamental and technical stock selection variables. Those similarities and differences are reflected in the table below:

Hancock Horizon Burkenroad Small Cap Fund (Reorganizing Fund) Federated Hermes MDT Small Cap Core Fund (Surviving Fund)

Under normal market conditions, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks and other equity securities of companies with small capitalizations located or doing business in Alabama, Florida, Georgia, Louisiana, Mississippi and Texas. This investment policy may be changed by the Fund upon 60 days’ prior written notice to shareholders. The Fund considers small capitalization companies to be those with market capitalizations, at the time of purchase, that fall within or below the current range of companies in the S&P Small Cap 600 Index, or below the average of the maximum market capitalizations of companies in the S&P Small Cap 600 Index as of January 31 of each of the three preceding years. As of January 31, 2021, the market capitalization range for the S&P Small Cap 600 Index was approximately $105 million to $17.8 billion. The other equity securities in which the Fund may invest include real estate investment trusts (“REITs”).

In selecting securities, the Adviser primarily considers sales and expense trends, market position, historic and expected earnings and dividends. The Adviser will diversify the Fund’s securities across industry sectors. The Adviser continually monitors the Fund’s portfolio and may sell a security when there is a fundamental change in the security’s prospects or better investment opportunities become available. The Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization grows above the Fund’s small-capitalization range.

The Adviser utilizes Tulane University’s Burkenroad Reports (the “Reports”) as a source of investment research and also employs its own fundamental research and quantitative analysis in its investment decision making. For more information about the Reports, see “More Information About the Burkenroad Reports.”

The Adviser independently verifies the information contained within the Reports and considers, but does not rely exclusively on, the Reports in making investment decisions for the Fund. The Fund will regularly invest in companies other than those covered by the Reports, and may not own shares of all of the companies covered by the Reports.

The Fund seeks to achieve its objective by investing primarily in the common stock of small U.S. companies. The investment adviser’s investment strategy utilizes a small-cap approach by selecting most of its investments from companies listed in the Russell 2000 Index, an index that measures the performance of the 2,000 smallest U.S. companies by market capitalization within the Russell 3000 Index (an index that includes the 3,000 largest U.S. companies by market capitalization, representing approximately 98% of the investable domestic equity market). As of July 31, 2020, companies in the Russell 2000 Index ranged in market capitalization from $0.9 million to $8.3 billion. The Fund’s investments may include, but are not limited to, equity securities of domestic issuers.

The Adviser implements its strategy using a quantitative model driven by fundamental and technical stock selection variables, including relative value, profit trends, capital structure and price history. This process seeks to impose strict discipline over stock selection, unimpeded by market or manager psychology. It seeks to maximize compound annual return while controlling risk. The process also takes into account trading costs in an effort to ensure that trades are generated only to the extent they are expected to be profitable on an after-trading-cost basis. Additionally, risk is controlled through diversification constraints which limit exposure to individual companies as well as groups of correlated companies. The investment adviser’s stock selection process is expected to result in investments in companies with both growth and value characteristics.

The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in small companies. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would permit the Fund normally to invest less than 80% of its net assets (plus any borrowings for investment purposes) in small companies. For purposes of this limitation, small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000 Index.

The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.

Hancock Horizon Microcap Fund – Federated Hermes MDT Small Cap Core Fund

Investment Objective

The Hancock Horizon Microcap Fund and the Federated Hermes MDT Small Cap Core Fund each seek to provide long-term capital appreciation.

Investment Policies and Strategies

The Hancock Horizon Microcap Fund and Federated Hermes MDT Small Cap Core Fund both have investment policies and strategies that take into account market capitalizations, as both refer to company capitalization size in their names. Accordingly, their investment strategies and policies are generally similar. The Hancock Horizon Microcap Fund typically invests in common stock of micro-capitalization companies, while the Federated Hermes MDT Small Cap Core Fund typically invests in common stock of either micro- or small-capitalization companies. Each has policies to invest at least 80% of net assets in equity securities issued by micro-capitalization companies, or small-capitalization companies, respectively. The Hancock Horizon Microcap Fund and Federated Hermes MDT Small Cap Core Fund differ in that the Hancock Horizon Microcap Fund principally invests in equity securities of smaller market capitalization companies than the Federated Hermes MDT Small Cap Core Fund. Specifically, the Hancock Horizon Microcap Fund invests in companies with market capitalizations under $750 million, while the Federated Hermes MDT Small Cap Core Fund may generally invest in companies listed in the Russell 2000 Index, which represents a broader universe of potential investments than the Hancock Horizon Microcap Fund. Also, the Federated Hermes MDT Small Cap Core Fund utilizes a quantitative model as part of its security selection process, whereas the Hancock Horizon Microcap Fund does not. Those similarities and differences are reflected in the table below:

 

Hancock Horizon Microcap Fund (Reorganizing Fund) Federated Hermes MDT Small Cap Core Fund (Surviving Fund)

Under normal market conditions, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies with micro capitalizations. The Fund may also invest in real estate investment trusts (“REITs”). This investment policy may be changed by the Fund upon 60 days’ prior written notice to shareholders. The securities in which the Fund invests are primarily common stock. The Fund considers micro-capitalization companies to be those with market capitalizations under $750 million at the time of purchase.

In selecting securities, the Adviser primarily considers sales and expense trends, market position, historic and expected earnings and dividends. The Adviser continually monitors the Fund’s portfolio and may sell a security when there is a fundamental change in the security’s prospects or better investment opportunities become available. The Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization grows above the Fund’s micro-capitalization range. The Fund may buy and sell investments frequently, which could result in a high portfolio turnover rate.

The Fund seeks to achieve its objective by investing primarily in the common stock of small U.S. companies. The investment adviser’s investment strategy utilizes a small-cap approach by selecting most of its investments from companies listed in the Russell 2000 Index, an index that measures the performance of the 2,000 smallest U.S. companies by market capitalization within the Russell 3000 Index (an index that includes the 3,000 largest U.S. companies by market capitalization, representing approximately 98% of the investable domestic equity market). As of July 31, 2020, companies in the Russell 2000 Index ranged in market capitalization from $0.9 million to $8.3 billion. The Fund’s investments may include, but are not limited to, equity securities of domestic issuers.

The Adviser implements its strategy using a quantitative model driven by fundamental and technical stock selection variables, including relative value, profit trends, capital structure and price history. This process seeks to impose strict discipline over stock selection, unimpeded by market or manager psychology. It seeks to maximize compound annual return while controlling risk. The process also takes into account trading costs in an effort to ensure that trades are generated only to the extent they are expected to be profitable on an after-trading-cost basis. Additionally, risk is controlled through diversification constraints which limit exposure to individual companies as well as groups of correlated companies. The investment adviser’s stock selection process is expected to result in investments in companies with both growth and value characteristics.

The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in small companies. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would permit the Fund normally to invest less than 80% of its net assets (plus any borrowings for investment purposes) in small companies. For purposes of this limitation, small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000 Index.

The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.

 

COMPARISON OF INVESTMENT RISKS

The Hancock Horizon Funds and the Federated Hermes Fund have similar investment objectives and principal investment policies, and accordingly, although they are worded differently in certain instances, their principal risks are also generally similar in many respects. Below is a matrix comparing the investment risks applicable to each Hancock Horizon Fund and the Federated Hermes Fund, followed by summaries of the differences between the Funds. Many of these differences reflect non-substantive differences in the approach to disclosure taken by the Federated Hermes Fund as part of the Federated Hermes “family” of funds and the Hancock Horizon Funds as part of the Hancock Horizon “family” of funds. The actual risks of investing in each Fund depend on the securities held in the Fund’s portfolio and on market conditions, both of which change over time. Additionally, note that the Funds may describe or categorize the same risks differently. Where comparable risks are disclosed under different names, the name used by the Federated Hermes Fund is referenced below. To the extent a Fund does not have a principal risk included by the corresponding Fund, that Fund does not principally invest in that particular type of security in which the corresponding fund invests or otherwise is not exposed to the same principal risk as the corresponding Fund. Please be aware that the foregoing is only a summary, and this section is only a brief discussion. Each principal risk of the Federated Hermes Fund and any principal risk of a Hancock Horizon Fund for which the Federated Hermes Fund does not include a comparable principal risk is described in more detail in Annex B. A discussion of the principal risks associated with an investment in a Hancock Horizon Fund may be found in the Hancock Horizon Funds’ prospectus. In addition, each Fund has other investment policies, practices and restrictions which, together with the Fund’s related principal risks, are also set forth for each Hancock Horizon Fund in the Hancock Horizon Fund’s prospectus and SAI and, for the Federated Hermes Fund, summarized in this prospectus/proxy statement.

Comparison of Investment Risks (for a full description of the risks, See Annex B)

 

  Hancock Horizon Burkenroad Small Cap Fund Federated Hermes MDT Small Cap Core Fund Hancock Horizon Microcap Fund Federated Hermes MDT Small Cap Core Fund
Asset Allocation Risk        
Asset-Backed Securities (ABS) Risk        
Bank Loans Risk        
Call Risk        
Convertible Securities Risk        
Counterparty Credit Risk        
Credit Enhancement Risk        
Currency Risk        
Custodial Services and Related Investment Costs        
Eurozone Related Risk        
Exchange-Traded Funds Risk / Underlying ETFs Investment Risk        
Foreign Sovereign Debt Securities Risk        
Greater China Risk        
Interest Rate Risk        
Investment Style Risk        
Issuer Credit Risk        
Large-Cap Company Risk        
Leverage Risk        
Liquidity Risk        
MBS Risk        
Micro-Capitalization Company Risk     X  
Mid-Cap Company Risk        
MLPs Risk        
Municipal Securities Risk        
Non-Diversification Risk        
Portfolio Turnover Risk     X  
Preferred Stocks Risk        
Prepayment and Extension Risk        
Quantitative Modeling Risk   X   X
Regional Focus Risk X      
REITs Risk X X X X
Risk Associated with Noninvestment-Grade Securities        
Risk of Foreign Investing        
Risk of Investing in Commodities        
Risk of Investing in Depositary Receipts / ADRs and Domestically Traded Securities of Foreign Issuers        
Risk of Investing in Derivative Contracts and Hybrid Instruments        
Risk of Investing in Emerging Market Countries        
Risk Related to Company Capitalization        
Risk Related to the Economy / Market   X   X
Risk Related to Investing for Growth   X   X
Risk Related to Investing for Value   X   X
Sector Risk   X   X
Short Selling Risk        
Small-Cap Company Risk X X   X
Stock Market / Equity Risk X X X X
Strategy Risk        
Tax Risk        
Tax-Exempt Securities Risk        

Technology Risk

 

       
Underlying Fund Risk        
U.S. Government Securities Risk        

 

Investment Risks

Hancock Horizon Burkenroad Small Cap Fund – Federated Hermes MDT Small Cap Core Fund

Each Fund primarily invests in a universe of equity securities of small capitalization companies, including real estate investment trusts (“REITs”). Accordingly, each Fund’s principal investment risks include the risks of investing in such securities, including, for example, risks related to the stock market and equity investing, and risks related to the economy. The following is additional information regarding certain risks of investing in the Funds.

The Hancock Horizon Burkenroad Small Cap Fund also includes a principal risk factor for its regional focus on certain states located in the southern United States. The Federated Hermes MDT Small Cap Core Fund does not contain such a principal risk because its investment strategy is not principally focused on companies located within a particular region of the United States. The Federated Hermes MDT Small Cap Core Fund has principal risks regarding its quantitative investing model, risks related to investing for growth and value, and sector risk. The Hancock Horizon Burkenroad Small Cap Fund does not contain such risks primarily because it does not utilize a quantitative model as part of its stock selection process.

Hancock Horizon Microcap Fund – Federated Hermes MDT Small Cap Core Fund

Each Fund primarily invests in equity securities issued by small-capitalization companies, though the Hancock Horizon Microcap Fund focuses on the smallest issuers within the category. Specifically, the Hancock Horizon Microcap Fund invests in companies with market capitalizations under $750 million, while the Federated Hermes MDT Small Cap Core Fund may generally invest in companies listed in the Russell 2000 Index, which represents a broader universe of potential investments than the Hancock Horizon Microcap Fund. Each Fund’s principal investment risks include the risks of investing in such securities, including, for example, small- and micro-cap company risk, REITs risk, and general market and equity investing risk.

The Hancock Horizon Microcap Fund also includes a principal risk factor for portfolio turnover rate risk that the Federated Hermes MDT Small Cap Core Fund does not. The Federated Hermes MDT Small Cap Core Fund includes a principal risk factor for the use of its quantitative model and other risks related to such model that the Hancock Horizon Microcap Fund does not.

COMPARISON OF INVESTMENT LIMITATIONS

Each Fund has fundamental investment limitations which cannot be changed without shareholder approval, and non-fundamental investment limitations which may be changed with Board approval but without shareholder approval. The summary below is qualified in its entirety by the description of the fundamental limitations of the Federated Hermes Fund and each Hancock Horizon Fund set forth in Annex C to this Prospectus/Proxy Statement. The limitations for the Federated Hermes Fund and each Hancock Horizon Fund are generally similar, although there are certain differences in the language and templates of the applicable policies attributable primarily to the fact that the Federated Hermes Fund is part of the Federated Hermes “family” of funds and the Hancock Horizon Funds are part of the Hancock Horizon “family” of funds. For example, one Fund may frame a policy as “to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom,” while the other Fund frames the policy using applicable language from the 1940 Act and such rules, regulations and exemptions. Additionally, one Fund may include non-fundamental policies that restate requirements under the 1940 Act and the rules thereunder (such as a 15% limit on investing in illiquid securities) while the other Fund does not restate such requirement, but is otherwise still subject to the same requirement. To the extent a Hancock Horizon Fund and the Federated Hermes Fund have similar limitations, but one Fund’s limitation is fundamental, while the other Fund’s is non-fundamental, this represents a difference as to whether shareholder approval is required to change such limitation.

Key differences between the investment objectives and fundamental and non-fundamental policies of the Federated Hermes Fund as compared to the Hancock Horizon Funds are summarized below:

Hancock Horizon Burkenroad Small Cap Fund – Federated Hermes MDT Small Cap Core Fund

While each Fund has a fundamental policy to not make loans if, as a result, more than 33 1/3% of the Fund’s total assets would be loaned to other parties outside of certain enumerated exceptions, Federated Hermes MDT Small Cap Core Fund may also make loans to affiliated investment companies in accordance with SEC exemptive relief (although, to date, it has not done so).

The Hancock Horizon Burkenroad Small Cap Fund has a fundamental policy to not purchase or sell physical commodities or commodities contracts except that the Fund may purchase commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. The Federated Hermes MDT Small Cap Core Fund has a fundamental policy that permits the Fund to invest in commodities to the maximum extent permitted under the 1940 Act.

The Hancock Horizon Burkenroad Small Cap Fund has a non-fundamental policy under normal market conditions to invest at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks and other equity securities of companies with small capitalizations located or doing business in Alabama, Florida, Georgia, Louisiana, Mississippi and Texas. The Federated Hermes MDT Small Cap Core Fund has a non-fundamental policy to invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in small companies.

The Hancock Horizon Burkenroad Small Cap Fund has a non-fundamental policy to not purchase securities while its borrowing exceeds 5% of its total assets. The Federated Hermes MDT Small Cap Core Fund has no such policy.

Hancock Horizon Microcap Fund – Federated Hermes MDT Small Cap Core Fund

While each Fund has a fundamental policy to not make loans if, as a result, more than 33 1/3% of the Fund’s total assets would be loaned to other parties outside of certain enumerated exceptions, Federated Hermes MDT Small Cap Core Fund may also make loans to affiliated investment companies in accordance with SEC exemptive relief (although, to date, it has not done so).

The Hancock Horizon Microcap Fund has a non-fundamental policy under normal market conditions to invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies with micro capitalizations. The Federated Hermes MDT Small Cap Core Fund has a non-fundamental policy to invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in small companies.

COMPARATIVE FEE TABLES

Like all mutual funds, the Hancock Horizon Funds and Federated Hermes Fund incur certain expenses in their operations, and, investors pay fees and expenses to buy, hold and sell shares of a Fund.

The tables below describe (1) the actual fees and expenses for the Hancock Horizon Funds for the fiscal year ended December 31, 2020; (2) the actual fees and expenses for the Federated Hermes Fund for the most recently completed fiscal six-month period; and (3) the anticipated pro forma fees and expenses of the Federated Hermes Fund on a combined basis after giving effect to each Reorganization. The Federated Hermes Fund is expected to be the legal, tax and accounting survivor of each Reorganization.

These tables do not include Federated Hermes Fund share classes not involved in the Reorganization.

Shareholder Fees and Annual Fund Operating Expenses

The following tables compare the shareholder fees and expense ratios of the Institutional (“IS”), Investor (“I”), and Class D Shares (“D”), as applicable, of the Hancock Horizon Funds, against the corresponding expense ratios of the Institutional (“IS”) and Class A Shares (“A”) of the Federated Hermes Fund, including on a pro forma basis after giving effect to each Reorganization. Any “fee limits” disclosed in a footnote to the charts below for the Federated Hermes Fund (which were taken from the prospectus fee tables) will be in effect for at least one year from the closing date of a Reorganization.

These tables describe the fees and expenses that you may pay if you buy, hold and sell the applicable classes of the Funds. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and expense examples below.

Hancock Horizon Burkenroad Small Cap Fund – Federated Hermes MDT Small Cap Core Fund

   

Maximum Sales
Charge (Load)
Imposed on
Purchases (as a
percentage of
offering price)

 

Maximum Deferred
Sales Charge (Load) (as
a percentage of original
purchase price or
redemption  proceeds,
as applicable)

 

Maximum Sales
Charge (Load )
Imposed on
Reinvested
Dividends (and
other
distributions)

 

Redemption
Fee (as a
percentage
of amount
redeemed, if
applicable)

 

Exchange
Fee

 
Hancock Horizon Burkenroad Small Cap Fund IS None None None None None

Federated Hermes MDT Small Cap Core Fund

 

IS None None None None None
             
Hancock Horizon Burkenroad Small Cap Fund I None None None None None

Federated Hermes MDT Small Cap Core Fund

 

A 5.50% 0.00% None None None
             
Hancock Horizon Burkenroad Small Cap Fund D None None None None None

Federated Hermes MDT Small Cap Core Fund

 

A 5.50% 0.00% None None None
 
 

 

 

                 
    Management
Fee
Distribution
(12b-1) Fee
Other
Expenses1
Acquired Fund
Fees and
Expenses
Total Annual
Fund
Operating
Expenses
Fee Waiver
and Expense
Reimbursement
Total Annual Fund
Operating Expenses
After Fee Waiver and
Expense
Reimbursement
Hancock Horizon Burkenroad Small Cap Fund IS 0.80% None 0.41% None 1.21% (0.21)%2 1.00%
Federated Hermes MDT Small Cap Core Fund IS 0.80% None 0.26% None 1.06% (0.17)%3 0.89%

Federated Hermes MDT Small Cap Core Fund

( Combined Pro Forma)

 

IS 0.80% None 0.25% None 1.05% (0.16)%3 0.89%
                 
Hancock Horizon Burkenroad Small Cap Fund I 0.80% None 0.66% None 1.46% (0.21)%2 1.25%
Federated Hermes MDT Small Cap Core Fund A 0.80% 0.00%4 0.61% None 1.41% (0.27)%3 1.14%

Federated Hermes MDT Small Cap Core Fund

(Combined Pro Forma)

 

A 0.80% 0.00%4 0.55% None 1.35% (0.21)%3 1.14%
                 
Hancock Horizon Burkenroad Small Cap Fund D 0.80% 0.25% 0.66% None 1.71% (0.21)%1 1.50%
Federated Hermes MDT Small Cap Core Fund A 0.80% 0.00%4 0.61% None 1.41% (0.27)%3 1.14%

Federated Hermes MDT Small Cap Core Fund

(Combined Pro Forma)

 

A 0.80% 0.00%4 0.55% None 1.35% (0.21)%3 1.14%
1Each Fund’s Other Expenses, the majority of which are Fund level expenses, also includes class-specific expenses associated with the payment of fees to third parties for the provision of shareholder services. See “Summary – Investment Advisory Fees and Other Fees/Expenses – Service Fees” for a discussion of such fees, including the amounts payable by each class of the Funds.

2  The Hancock Horizon Funds Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, acquired fund fees and expenses, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and extraordinary expenses (collectively, “excluded expenses”)) from exceeding 1.00%, 1.25% and 1.50% of the Fund’s average daily net assets of the Institutional Class, Investor Class and Class D Shares, respectively, until May 31, 2022 (the “expense caps”). In addition, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the expense caps to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the expense caps: (i) at the time of the fee waiver and/or expense reimbursement; and (ii) at the time of the recoupment. This Agreement may be terminated: (i) by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund II (the “Trust”), for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on May 31, 2022.

3  The Federated Hermes Funds Adviser and certain of its affiliates, on their own initiative, have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by the Fund’s A and IS classes (after the voluntary waivers and/or reimbursements) will not exceed 1.13% and 0.88% (the “Fee Limit”), respectively, up to but not including the later of: (a) October 1, 2021; or (b) the date of the Fund’s next effective Prospectus (the “Termination Date”). While the Federated Hermes Funds Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended up to, but not including the later of (a) November 1, 2022 or (b) the first day of the month following the one year anniversary of the Closing Date.

4The Federated Hermes Fund has adopted a Distribution (12b-1) Plan for its Class A Shares pursuant to which the A class of the Fund may incur and pay a Distribution (12b-1) Fee of up to a maximum amount of 0.05%. No such fee is currently incurred and paid by the A class of the Fund. The A class of the Fund will not incur and pay such a Distribution (12b-1) Fee until such time as approved by the Fund’s Board of Trustees (the “Trustees”).

 

Hancock Horizon Microcap Fund – Federated Hermes MDT Small Cap Core Fund

   

Maximum Sales
Charge (Load)
Imposed on
Purchases (as a
percentage of
offering price)

 

Maximum Deferred
Sales Charge (Load) (as
a percentage of original
purchase price or
redemption  proceeds,
as applicable)

 

Maximum Sales
Charge (Load )
Imposed on
Reinvested
Dividends (and
other
distributions)

 

Redemption
Fee (as a
percentage
of amount
redeemed, if
applicable)

 

Exchange
Fee

 
Hancock Horizon Microcap Fund IS None None None None None

Federated Hermes MDT Small Cap Core Fund

 

IS None None None None None
             
Hancock Horizon Microcap Fund I None None None None None

Federated Hermes MDT Small Cap Core Fund

 

A 5.50% 0.00% None None None
                   
    Management
Fee
Distribution
(12b-1) Fee
Other
Expenses1
Acquired Fund
Fees and
Expenses
Total Annual
Fund
Operating
Expenses
Fee Waiver
and Expense
Reimbursement
Total Annual Fund
Operating Expenses
After Fee Waiver and
Expense
Reimbursement
 
Hancock Horizon Microcap Fund IS 0.80% None 0.74% None 1.54% (0.24)%2 1.30%  

Federated Hermes MDT Small Cap Core Fund

(Current Fees and Combined Pro Forma)

 

IS 0.80% None 0.26% None 1.06% (0.17)% 0.89%  
                   
Hancock Horizon Microcap Fund I 0.80% None 0.99% None 1.79% (0.24)%2 1.55%  

Federated Hermes MDT Small Cap Core Fund

(Current Fees and Combined Pro Forma)

 

A 0.80% 0.00%4 0.61% None 1.41% (0.27)%3 1.14%  
                               
1Each Fund’s Other Expenses, the majority of which are Fund level expenses, also includes class-specific expenses associated with the payment of fees to third parties for the provision of shareholder services. See “Summary – Investment Advisory Fees and Other Fees/Expenses – Service Fees” for a discussion of such fees, including the amounts payable by each class of the Funds.

2  The Hancock Horizon Funds Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, acquired fund fees and expenses, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and extraordinary expenses (collectively, “excluded expenses”)) from exceeding 1.30% and 1.55% of the Fund’s average daily net assets of the Institutional Class and Investor Class, respectively, until May 31, 2022 (the “expense caps”). In addition, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the expense caps to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the expense caps: (i) at the time of the fee waiver and/or expense reimbursement; and (ii) at the time of the recoupment. This Agreement may be terminated: (i) by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund II (the “Trust”), for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on May 31, 2022.

3  The Federated Hermes Funds Adviser and certain of its affiliates, on their own initiative, have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by the Fund’s A and IS classes (after the voluntary waivers and/or reimbursements) will not exceed 1.13% and 0.88% (the “Fee Limit”), respectively, up to but not including the later of: (a) October 1, 2021; or (b) the date of the Fund’s next effective Prospectus (the “Termination Date”). While the Federated Hermes Funds Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended up to, but not including the later of (a) November 1, 2022 or (b) the first day of the month following the one year anniversary of the Closing Date.

 

Expense Example

 

These Examples are intended to help compare the cost of investing in each Fund with the cost of investing in other mutual funds. The Examples assume that an investor invests $10,000 for the time periods indicated and then redeems or holds all Shares at the end of those periods.

Hancock Horizon Funds: The Examples also assume that your investment has a 5% return each year and that the Fund’s operating expenses (including capped expenses for the period described in the footnotes to the fee tables) remain the same.

Federated Hermes Funds: The Examples also assume that an investment has a 5% return each year and that operating expenses (excluding any sales loads on reinvested dividends, fee waivers and/or expense reimbursements) are as shown in the corresponding table above and remain the same. The expenses used to calculate the examples do not include fee waivers or expense reimbursements.

Although actual costs and returns may be higher or lower, based on these assumptions an investor’s costs would be:

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 
Hancock Horizon Burkenroad Small Cap Fund IS $102 $363 $645 $1,447
I $127 $441 $777 $1,728
D $153 $518 $909 $2,002

Federated Hermes MDT Small Cap Core Fund

 

IS $108 $337 $585 $1,294
  A $686 $972 $1,279 $2,148

Federated Hermes MDT Small Cap Core Fund (Combined Pro Forma)

 

IS

 

$107 $334 $579 $1,283
  A $680 $954 $1,249 $2,085

 

   

1 Year

 

3 Years

 

5 Years

 

10 Years

 
Hancock Horizon Microcap Fund IS $132 $463 $817 $1,814
I $158 $540 $947 $2,086

Federated Hermes MDT Small Cap Core Fund

 

IS

 

$108 $337 $585 $1,294
  A $686 $972 $1,279 $2,148

PORTFOLIO TURNOVER

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect each Fund’s performance. During the most recent fiscal year or period, each Fund’s portfolio turnover rate was the following percentage of the average value of its portfolio:

   

Fund

 

Percentage of the Average 

Value of the Fund’s Portfolio

 
Hancock Horizon Burkenroad Small Cap Fund 31%*
Federated Hermes MDT Small Cap Core Fund 223%
Hancock Horizon Microcap Fund 137%*
Federated Hermes MDT Small Cap Core Fund 223%
*Portfolio turnover information is for the fiscal period from February 1, 2020 to December 31, 2020. Effective August 18, 2020, the AIC Board approved a change in the fiscal year end of the Hancock Horizon Funds from January 31 to December 31.

TAX CONSEQUENCES

Tax-Free Reorganizations under Internal Revenue Code of 1986, as amended

As a non-waivable condition to each Reorganization, the Hancock Horizon Funds and Federated Hermes Fund will receive an opinion of counsel to the effect that (among other things): (1) the Reorganization will be a tax-free “reorganization” at the Fund-level under applicable provisions of the Code; (2) no gain or loss will be recognized directly as a result of the Reorganization by the Federated Hermes Fund, the Hancock Horizon Fund, or the Hancock Horizon Fund’s shareholders; and (3) the aggregate tax basis of the applicable Federated Hermes Fund shares received by each shareholder of the Hancock Horizon Fund will be the same as the aggregate tax basis of that shareholder’s shares in the corresponding Hancock Horizon Fund immediately prior to the Reorganization.

Prior to the closing of the Reorganizations, each Hancock Horizon Fund will declare a distribution to shareholders that, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, including those realized on disposition of portfolio securities in connection with the Reorganization (after reduction by any available capital loss carryforwards), if any, through the closing of the Reorganization. These distributions will generally be taxable to shareholders who hold their shares in a taxable account.

Prior to the consummation of each Reorganization, the Hancock Horizon Funds Adviser with respect to each Hancock Horizon Fund may dispose of investments from the portfolio of the Hancock Horizon Fund that may not be acquired by the Federated Hermes Fund, due to the Federated Hermes Fund’s prospectus restrictions, investment strategies or policies, or applicable law, either by the Hancock Horizon Fund disposing of such investments or allowing certain investments to mature and not reacquiring similar investments provided, however, such disposition does not affect the tax-free classification of each such Reorganization. As of the Closing Date, if such dispositions of portfolio securities, together with any other dispositions of portfolio securities from the portfolio of the Hancock Horizon Fund, result in the Hancock Horizon Fund having a net capital gain (after netting with any available capital loss carryforward), such capital gains will be distributed to shareholders as taxable distributions prior to the consummation of the Reorganization. Accordingly, such dispositions may result in increased taxable distributions to Hancock Horizon Fund shareholders. To the extent that any disposition of portfolio securities is required in connection with a Reorganization, the Fund also may incur transaction expenses associated with the sale and purchase of portfolio securities. Both the Hancock Horizon Funds Adviser and the Federated Hermes Funds Adviser expect that any such transaction expenses will be minimal.

Shareholders of a Hancock Horizon Fund will be responsible for any taxes payable in connection with taxable distributions, if any, by the Hancock Horizon Fund immediately before the Closing Date. In addition, because the shareholders of the Hancock Horizon Fund will receive shares of the Federated Hermes Fund, they will receive a proportionate share of any “built in” (unrealized) gains in the Federated Hermes Fund’s assets to the extent that such gains are eventually realized (if applicable) and distributed by the Federated Hermes Fund, as well as any taxable gains realized by the Federated Hermes Fund but not distributed to its shareholders prior to the Reorganization, when such income or gains are eventually distributed by the Federated Hermes Fund. Certain countries may also impose a transfer or stamp duties tax in connection with the transfer of portfolio securities. Additionally, various loss limitation rules under the Code may limit the ability of a combined Fund to use pre-Reorganization losses, if any, of the reorganizing Hancock Horizon Fund or Federated Hermes Fund. As a result, shareholders of the Hancock Horizon Fund may receive a greater amount of taxable distributions than they would have had the Reorganization not occurred. See “Information About the Reorganizations – Federal Income Tax Consequences” for additional information about the tax consequences of the Reorganizations.

Shareholders of the Hancock Horizon Funds should consult their tax advisors regarding the federal, state and local tax treatment and implications of the Reorganizations in light of their individual circumstances.

COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION

The bar charts and average annual total return tables below reflect historical performance data for each Fund and are intended to help analyze each Fund’s investment risks in light of its historical returns. The bar chart shows the variability of the total returns of a specified class of each Fund on a calendar year-by-year basis. Each bar chart shows changes in the performance of only the specified class and does not reflect the payment of any sales charges or recurring shareholder account fees, if applicable. If these charges or fees are applicable to a class and had been included, the returns shown would have been lower.

The Average Annual Total Return tables show returns for each class involved in the Reorganizations averaged over the stated periods, and includes comparative performance information. The tables show each Fund’s average annual total returns for the one year, five year and ten year calendar periods (or since inception). These figures assume reinvestment of dividend distributions. In addition to Return Before Taxes, Return After Taxes is shown for the specified class of each Fund to illustrate the effect of federal taxes on Fund returns. After-tax returns are shown only for the specified class, and after-tax returns for other classes of a Fund will differ from those shown. Actual after-tax returns depend on each investor’s personal tax situation, and are likely to differ from those shown. After-taxes returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding Shares through a 401(k) plan, an Individual Retirement Account or other tax-advantaged investment plans.

The Funds’ performance will fluctuate, and past performance (before and after taxes) is no guarantee of future results.

Updated information on the Hancock Horizon Funds’ performance can be obtained by visiting www.hancockhorizonfunds.com.

Updated performance information for the Federated Hermes Funds is available under the “Products” section at http://www.federatedinvestors.com or by calling 1-800-341-7400.

Hancock Horizon Burkenroad Small Cap Fund - Federated Hermes MDT Small Cap Core Fund

Risk/Return Bar Chart and Table for Hancock Horizon Burkenroad Small Cap Fund

Best Quarter Worst Quarter
27.99% (36.92)%
12/31/2020 3/31/2020

The performance information shown above is based on a calendar year.

The Fund’s Investor Class Shares’ performance from 1/1/21 to 3/31/21 was 13.02%.

Risk/Return Bar Chart and Table for Federated Hermes MDT Small Cap Core Fund

Within the periods shown in the bar chart, the Fund’s IS class highest quarterly return was 32.72% (quarter ended December 31, 2020). Its lowest quarterly return was (33.12)% (quarter ended March 31, 2020).

 

The Fund’s year-to-date total return for Institutional Shares through March 31, 2021 was 11.80%.

 

Average Annual Total Returns for Hancock Horizon Burkenroad Small Cap Fund and for Federated Hermes MDT Small Cap Core Fund for Period Ended December 31, 2020.

         
   

1 Year

 

5 Years

 

10 Years

 
Hancock Horizon Burkenroad Small Cap Fund I (returns before taxes) 7.23% 7.30% 9.26%
I (returns after taxes on distributions) 5.32% 3.78% 7.21%
I (returns after taxes on distributions and sale of fund shares) 5.63% 5.41% 7.40%
IS (returns before taxes) 7.45% 7.48% 9.35%
D (returns before taxes) 6.92% 7.15% 9.05%
S&P SmallCap 600 Index (reflects no deduction for fees, expenses or taxes) 1 11.29% 12.38% 11.92%

Russell 2000 Index (reflects no deduction for fees, expenses or taxes)2

 

19.96% 13.26% 11.20%
  Lipper Small-Cap Core Funds Classification Average (reflects no deduction for taxes)3 9.24% 9.89% 9.28%
Federated Hermes MDT Small Cap Core Fund IS (returns before taxes) 16.99% 13.80% 12.65%
IS (returns after taxes on distributions) 16.78% 13.04% 11.75%
IS (returns after taxes on distributions and sale of fund shares) 10.06% 10.75% 10.18%
A (returns before taxes) 10.30% 12.26% 11.74%
Russell 2000 Index (reflects no deduction for fees, expenses or taxes)2 19.96% 13.26% 11.20%

Morningstar Small Blend Funds Average3

 

10.99% 10.50% 9.83%
1The S&P SmallCap 600 Index is an unmanaged capitalization-weighted index of 600 stocks designed to measure performance of the small-cap segment of the U.S. equity market.

2  The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index.

3  The Lipper Small-Cap Core Funds Classification Average measures the average of the total returns reported by all the mutual funds designated by Lipper as falling into the “Small-Cap Core” category.

4  Morningstar figures represent the average of the total returns reported by all the mutual funds designated by Morningstar as falling into the respective category indicated. They do not reflect sales charges.

 

Hancock Horizon Microcap Fund - Federated Hermes MDT Small Cap Core Fund

Risk/Return Bar Chart and Table for Hancock Horizon Microcap Fund

Best Quarter Worst Quarter
26.97% (37.04)%
12/31/2020 3/31/2020

 

The performance information shown above is based on a calendar year.

 

The Fund’s Institutional Class Shares’ performance from 1/1/21 to 3/31/21 was 22.76%.

Risk/Return Bar Chart and Table for Federated Hermes MDT Small Cap Core Fund

Within the periods shown in the bar chart, the Fund’s IS class highest quarterly return was 32.72% (quarter ended December 31, 2020). Its lowest quarterly return was (33.12)% (quarter ended March 31, 2020).

 

The Fund’s year-to-date total return for Institutional Shares through March 31, 2021 was 11.80%.

 

Average Annual Total Returns for Hancock Horizon Microcap Fund and for Federated Hermes MDT Small Cap Core Fund for Period Ended December 31, 2020.

         
   

1 Year

 

5 Years

 

10 Years or Since Inception*

 
Hancock Horizon Microcap Fund IS (returns before taxes) (10.49)% 1.21% 0.46%
IS (returns after taxes on distributions) (10.49)% 0.91% 0.19%
IS (returns after taxes on distributions and sale of fund shares) (6.21)% 0.93% 0.36%
I (returns before taxes) (10.68)% 0.96% 0.21%
Dow Jones U.S. Micro-Cap Total Stock Market Index (reflects no deduction for fees, expenses or taxes)1 21.02% 10.33% 7.38%
  Russell Microcap Index (reflects no deduction for fees, expenses or taxes)2 20.96% 11.89% 8.79%
  Lipper® Small-Cap Core Funds Classification (reflects no deduction for taxes)3 9.24% 9.89% 7.24%
Federated Hermes MDT Small Cap Core Fund IS (returns before taxes) 16.99% 13.80% 12.65%
IS (returns after taxes on distributions) 16.78% 13.04% 11.75%
IS (returns after taxes on distributions and sale of fund shares) 10.06% 10.75% 10.18%
A (returns before taxes) 10.30% 12.26% 11.74%
Russell 2000 Index (reflects no deduction for fees, expenses or taxes)4 19.96% 13.26% 11.20%
 

Morningstar Small Blend Funds Average5

 

10.99% 10.50% 9.83%
*Returns for the Hancock Horizon Midcap Fund are since the Fund’s inception on May 29, 2015.

1  The Dow Jones U.S. Micro-Cap Total Stock Market Index is designed to provide a comprehensive measure of the micro-cap segment of the U.S. stock market.

2  The Russell Microcap Index measures the performance of the 1,000 smallest companies in the Russell 2000 Index plus the next 1,000 smallest eligible securities by market cap.

3  The Lipper Small-Cap Core Funds Classification Average measures the average of the total returns reported by all the mutual funds designated by Lipper as falling into the “Small-Cap Core” category.

4  The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index.

5  Morningstar figures represent the average of the total returns reported by all the mutual funds designated by Morningstar as falling into the respective category indicated. They do not reflect sales charges.

 

PORTFOLIO MANAGERS

 

Information about the portfolio managers who are primarily responsible for overseeing each Hancock Horizon Fund’s and Federated Hermes Fund’s investments is shown below. Each Fund’s SAI provides additional information about the portfolio managers, including information relating to each portfolio manager’s compensation, other accounts managed by each portfolio manager and each portfolio manager’s ownership of securities in each Fund.

 

Hancock Horizon Burkenroad Small Cap Fund and Federated Hermes MDT Small Cap Core Fund

 

The Federated Hermes MDT Small Cap Core Fund’s portfolio management team will manage the combined fund following the Reorganization.

 

Hancock Horizon Burkenroad Small Cap Fund

Name Years as a Member of the Fund’s Portfolio Management Team Title
David Lundgren Jr., CFA 20 Chief Investment Officer, Managing Director and Lead Portfolio Manager
Austin Zaunbrecher, CFA 3 Portfolio Manager

 

Federated Hermes MDT Small Cap Core Fund

Name Years as a Member of the Fund’s Portfolio Management Team Title
Daniel J. Mahr 12 Managing Director of Research
Frederick L. Konopka 12 Portfolio and Trading Manager
John Paul Lewicke 6 Research Manager
Damien Zhang 2 Research Manager

 

Hancock Horizon Microcap Fund and Federated Hermes MDT Small Cap Core Fund

 

The Federated Hermes MDT Small Cap Core Fund’s portfolio management team will manage the combined fund following the Reorganization.

 

Hancock Horizon Microcap Fund

Name Years as a Member of the Fund’s Portfolio Management Team Title
Steven Solomon, CFA, CFP 6 Portfolio Manager
Stephen Cangelosi 1 Vice President and Senior Portfolio Manager

 

Federated Hermes MDT Small Cap Core Fund

Name Years as a Member of the Fund’s Portfolio Management Team Title
Daniel J. Mahr 12 Managing Director of Research
Frederick L. Konopka 12 Portfolio and Trading Manager
John Paul Lewicke 6 Research Manager
Damien Zhang 2 Research Manager

 

 

Federated Hermes Fund Portfolio Managers

 

Daniel J. Mahr, CFA, joined the Investment Team in 2002.

Mr. Mahr is a Senior Vice President of the Fund’s Adviser. As Managing Director, Research, he is responsible for leading the Investment Team as it relates to the ongoing design, development and implementation of the investment model. He received his A.B., Computer Science from Harvard College and his S.M., Computer Science from Harvard University.

 

Frederick L. Konopka, CFA, joined the Investment Team in 1997.

Mr. Konopka is a Vice President of the Fund’s Adviser. As the Portfolio and Trading Manager, he is responsible for the ongoing implementation of the investment model including trading impact evaluation and implementation. He received his A.B., Mathematics from Dartmouth College and his M.S., Concentration in Information Technology and Finance from MIT Sloan School of Management.

 

John Paul Lewicke joined the Investment Team in 2007.

Mr. Lewicke is a Vice President of the Fund’s Adviser. As Research Manager, he is responsible for ongoing evaluation and enhancement of the investment model, including software code design and development. Mr. Lewicke received his A.B., Mathematics and Computer Science from Dartmouth College.

 

Damien Zhang, CFA, joined the Investment Team in 2009.

Mr. Zhang is a Vice President of the Fund’s Adviser. As Research Manager, he is responsible for ongoing evaluation and enhancement of the investment model, including software code design and development. Mr. Zhang received his A.B., Economics from Princeton University.

 

FINANCIAL HIGHLIGHTS

The Financial Highlights for the Hancock Horizon Funds and the Federated Hermes Fund are included as Annex D to this Prospectus/Proxy Statement. The Financial Highlights will help you understand each Fund’s financial performance for its past five fiscal years. Some of the information is presented on a per-share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of any dividends and capital gains.

The fiscal year end of each Hancock Horizon Fund is December 31. The fiscal year end of Federated Hermes MDT Small Cap Core Fund is July 31.

The financial highlights for the period ended December 31, 2020 for the Hancock Horizon Funds have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reports, along with the Funds’ audited financial statements are included in each Hancock Horizon Fund’s Annual Report. Prior to July 31, 2020, the Hancock Horizon Funds’ fiscal year end was January 31, and the information for the periods ended on or before January 31, 2020 was audited by a different independent registered public accounting firm, whose reports reflected unqualified audit opinions.

The financial highlights for the fiscal year ended July 31, 2020 of the Federated Hermes Fund have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s audited financial statements, are included in the Federated Hermes Fund’s Annual Report.

INVESTMENT ADVISERS

Hancock Horizon Funds

Horizon Advisers (the “Hancock Horizon Funds Adviser”) provides investment management services, personal trust, employee benefit, corporate trust and wealth management services. As of March 31, 2021, Horizon Advisers employed approximately 58 people and managed approximately $498 million in assets. Horizon Advisers, formed in 2001, is an unincorporated division of Hancock Whitney Bank, which is a subsidiary of Hancock Whitney Corporation. Hancock Whitney Corporation and its family of companies, including Hancock Whitney Bank, are collectively referred to as “Hancock.” Horizon Adviser’s principal place of business is located at One Hancock Plaza, 3rd Floor, Gulfport, Mississippi 39502. Horizon Advisers and Hancock are responsible for the management of approximately $9.6 billion as of March 31, 2021.

Federated Hermes Fund

The investment adviser for Federated Hermes MDT Small Cap Core Fund is the Federated Hermes Funds Adviser, a subsidiary of Federated Hermes, Inc. The Federated Hermes Funds Adviser manages the Federated Hermes Fund’s assets, including buying and selling portfolio securities. In addition, Federated Advisory Services Company (“FASC”), an affiliate of the Federated Hermes Funds Adviser, provides that adviser and its affiliates with security and market data and certain other support services. The fees for FASC’s services are paid by the Federated Hermes Funds Adviser and its affiliates and not by the Federated Hermes Fund. The address of the Federated Hermes Funds Adviser is 125 High Street, Oliver Tower, 21st Floor, Boston, MA 02110-2704.

The Federated Hermes Funds Adviser and other subsidiaries of Federated Hermes collectively advise approximately 161 equity, fixed-income and money market mutual funds (including sub-advised funds) as well as a variety of other pooled investment vehicles, private investment companies and customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $625 billion in assets as of March 31, 2021.

Federated Hermes was established in 1955 and is one of the largest investment managers in the United States with approximately 1,900 employees. Federated Hermes provides investment products to approximately 11,000 investment professionals and institutions.

INVESTMENT ADVISORY FEES AND OTHER FEES/EXPENSES

The Hancock Horizon Funds and the Federated Hermes Fund pay certain affiliated and non-affiliated service providers fees as described below. The Funds and their affiliated service providers may also pay fees as described below to certain affiliates or to financial intermediaries (such as broker-dealers, banks, investment advisers or third-party administrators) whose customers are shareholders of the Funds. For additional information regarding the fees paid by the Funds, please see the section entitled “Summary – Comparative Fee Tables” in this Prospectus/Proxy Statement.

Investment Advisory Fees

The Hancock Horizon Funds and Federated Hermes Fund pay the Hancock Horizon Funds Adviser and the Federated Hermes Funds Adviser, respectively, management fees as follows:

Hancock Horizon Fund Advisory Fee* Federated Hermes Fund Advisory Fee
Burkenroad Small Cap Fund

0.80% on the first $500 million in assets;

0.75% for assets between $500 million and $1 billion;

and 0.70% on assets over $1 billion

 

MDT Small Cap Core Fund 0.80%
Microcap Fund

0.80% on the first $500 million in assets;

0.75% for assets between $500 million and $1 billion;

and 0.70% on assets over $1 billion

 

MDT Small Cap Core Fund 0.80%

* Currently, no Hancock Horizon Fund qualifies for a breakpoint in advisory fee based on current assets.

The Hancock Horizon Funds Adviser and the Federated Hermes Funds Adviser and certain of their affiliates have also agreed to certain “Fee Limits” as described in the corresponding footnotes to the “Risk/Return Summary: Fees and Expenses” table found in the “Fund Summary” section of the Federated Hermes Fund’s Prospectus.

Rule 12b-1 Plan

Hancock Horizon Funds

The AIC Trust has adopted a plan under Rule 12b-1 under the 1940 Act, that allows Class D Shares of the Hancock Horizon Burkenroad Small Cap Fund to pay distribution and other fees for the sale of Class D Shares and for services provided to Class D shareholders. Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual Rule 12b-1 fee for Class D Shares, as a maximum annual percentage of average daily net assets, is 0.25%.

To the extent that Class D Shares are held through Hancock Whitney Bank or any of its affiliates, including Hancock Whitney Investment Services, Inc., those entities may receive the distribution and servicing fees, payable from the Hancock Horizon Burkenroad Small Cap Fund’s assets, applicable to Class D Shares. Hancock Whitney Investment Services, Inc., is a registered broker/dealer, member FINRA/SIPC, and wholly owned subsidiary of Hancock Whitney Corporation.

Federated Hermes Fund

Federated Hermes Fund A IS
MDT Small Cap Core Fund 0.00% None

The Federated Hermes Funds Board has adopted a Rule 12b-1 Plan, which allows payment of marketing fees of up to 0.05% of average net assets for A class to the Federated Securities Corp. (the “Distributor”) for the sale, distribution, administration and customer servicing of the Federated Hermes Fund’s classes. When the Distributor receives Rule 12b-1 fees, it may pay some or all of them to financial intermediaries whose customers purchase Shares. The Federated Hermes Fund’s A class has no present intention of paying, accruing or incurring any Rule 12b-1 Fees until such time as approved by the Funds’ Board of Trustees. Federated Hermes and its subsidiaries may benefit or sustain losses from such arrangements. Because these Shares pay marketing fees on an ongoing basis, your investment cost may be higher over time than other shares with different sales charges and marketing fees.

Custody Services Fees (Hancock Horizon Funds only)

Hancock Whitney Bank serves as custodian of each Hancock Horizon Fund and for such services is paid an annual fee, payable from the Hancock Horizon Funds’ assets, of 0.03% of each Hancock Horizon Fund’s average daily net assets.

Administrative Fees

Hancock Horizon Funds

SEI Investments Global Funds Services (the “Administrator”) is the Administrator of the AIC Trust. SEI Investments Management Corporation (“SEI Investments”), a wholly owned subsidiary of SEI Investments company, is the owner of all beneficial interest in the Administrator.

The Hancock Horizon Funds and the Administrator are parties to an Administration Agreement under which the Administrator provides administrative services to the Hancock Horizon Funds. For these services, the Administrator is paid an asset-based fee, which will vary depending on the number of share classes and the average daily net assets of the Hancock Horizon Funds. For the fiscal period from February 1, 2020 to December 31, 2020, the Hancock Horizon Funds paid fees as follows for these services:

Fund Name Administration Fee Charged (000’s)1
Hancock Horizon Burkenroad Small Cap Fund $113
Hancock Horizon Microcap Fund $9
1Effective August 18, 2020, the AIC Board approved a change in the fiscal year end of the Hancock Horizon Funds from January 31 to December 31.

Federated Hermes Fund

Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides administrative personnel and services, including certain legal, compliance, recordkeeping and financial reporting services (“Administrative Services”), necessary for the operation of the Federated Hermes Funds. FAS provides administrative services for a fee based upon the rates set forth below paid on the average daily net assets of the Federated “Investment Complex”. For purposes of determining the appropriate rate breakpoint, “Investment Complex” is defined as all Federated Hermes Funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also entitled to reimbursement for certain out-of-pocket expenses incurred in providing administrative services to the Federated Hermes Funds.

Administrative Services Fee Rate Average Daily Net Assets of the
Investment Complex
0.100% on assets up to $50 billion
0.075% on assets over $50 billion

 

Service Fees

Hancock Horizon Funds

The Hancock Horizon Funds, with respect to Investor Class and Class D Shares have adopted a shareholder servicing plan that provides that the Funds may pay financial intermediaries for shareholder services in an annual amount not to exceed 0.25% based on a Fund’s Investor Class and Class D Shares’ average daily net assets. The services for which financial intermediaries are compensated may include record-keeping, transaction processing for shareholders’ accounts and other shareholder and/or administrative services.

To the extent that Investor Class and Class D Shares are held through Hancock or any of its affiliates, including Hancock Whitney Investment Services, Inc., those entities may receive shareholder servicing fees, payable from the Hancock Horizon Funds’ assets, of up to 0.25% of average daily net assets attributable to Investor Class and Class D Shares.

Federated Hermes Fund

The A Class of the Federated Hermes Fund may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated Shareholder Services Company (FSSC), a subsidiary of Federated Hermes, for providing services to shareholders and maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with management of Federated Hermes. If a financial intermediary receives Service Fees on an account, it is not eligible to also receive Account Administration Fees on that same account.

Account Administration Fees (Federated Hermes Fund only)

The A class may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as broker-dealers or investment advisers for providing administrative services to the Federated Hermes Fund and its shareholders. If a financial intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or Recordkeeping Fees on that same account.

Recordkeeping Fees (Federated Hermes Fund only)

The Federated Hermes Fund may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial intermediary receives Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on that same account.

Networking Fees (Federated Hermes Fund only)

The Federated Hermes Fund may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial intermediary receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.

Additional Payments to Financial Intermediaries

The Federated Hermes Fund, the Federated Hermes Funds Adviser, the Hancock Horizon Funds, and the Hancock Horizon Funds Adviser each may make payments to financial intermediaries, and the Funds describe such payments as follows:

Hancock Horizon Funds and Hancock Horizon Funds Adviser

The Hancock Horizon Funds and/or the Hancock Horizon Funds Adviser may compensate financial intermediaries for providing a variety of services to the Hancock Horizon Funds and/or their shareholders. Financial intermediaries include affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Hancock Horizon Funds, their service providers or their respective affiliates.

From time to time, the Hancock Horizon Funds Adviser and/or its affiliates, in their discretion, may make payments to certain affiliated or unaffiliated financial intermediaries to compensate them for the costs associated with distribution, marketing, administration and shareholder servicing support for the Hancock Horizon Funds. These payments are sometimes characterized as “revenue sharing” payments and are made out of the Hancock Horizon Funds Adviser’s and/or its affiliates’ own legitimate profits or other resources, and may be in addition to any payments made to financial intermediaries by the Hancock Horizon Funds. A financial intermediary may provide these services with respect to Hancock Horizon Fund shares sold or held through programs such as retirement plans, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. In addition, financial intermediaries may receive payments for making shares of the Hancock Horizon Funds available to their customers or registered representatives, including providing the Hancock Horizon Funds with “shelf space,” placing them on a preferred or recommended fund list, or promoting the Hancock Horizon Funds in certain sales programs that are sponsored by financial intermediaries. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, the Hancock Horizon Funds Adviser and/or its affiliates may pay or allow other promotional incentives or payments to financial intermediaries.

The level of payments made by the Hancock Horizon Funds Adviser and/or its affiliates to individual financial intermediaries varies in any given year and may be negotiated on the basis of sales of Hancock Horizon Fund shares, the amount of Hancock Horizon Fund assets serviced by the financial intermediary or the quality of the financial intermediary’s relationship with the Hancock Horizon Funds Adviser and/or its affiliates. These payments may be more or less than the payments received by the financial intermediaries from other mutual funds and may influence a financial intermediary to favor the sales of certain funds or share classes over others. In certain instances, the payments could be significant and may cause a conflict of interest for your financial intermediary. Any such payments will not change the NAV or price of a Hancock Horizon Fund’s shares.

In addition to these payments, a shareholder’s financial intermediary may charge the shareholder account fees, commissions or transaction fees for buying or redeeming shares of the Hancock Horizon Funds, or other fees for servicing the shareholder’s account.

Hancock and its affiliates may act as fiduciary or provide services in various non-fiduciary capacities with respect to plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) and other trust and agency accounts that invest in the Hancock Horizon Funds. Hancock and its affiliates also may receive compensation for providing services to the Hancock Horizon Funds in cases where the compensation is not duplicative of the compensation those ERISA accounts pay for fiduciary and non-fiduciary services.

Federated Hermes Fund and Federated Hermes Funds Adviser

The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks, registered investment advisers, independent financial planners and retirement plan administrators, that support the sale of Shares or provide services to the Federated Hermes Fund shareholders. The amounts of these payments could be significant, and may create an incentive for the financial intermediary or its employees or associated persons to recommend or sell Shares of the Federated Hermes Fund to you. Not all financial intermediaries receive such payments, and the amount of compensation may vary by intermediary. In some cases, such payments may be made by or funded from the resources of companies affiliated with the Distributor (including the Federated Hermes Funds Adviser). These payments are not reflected in the fees and expenses listed in the fee table section of the Federated Hermes Fund’s Prospectuses and described above because they are not paid by the Federated Hermes Fund.

These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the Federated Hermes Fund’s and/or other Federated Hermes Funds’ relationship with the financial intermediary. These payments may be in addition to payments, as described above, made by the Federated Hermes Fund to the financial intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Federated Hermes Fund and/or other Federated Hermes Funds, within the financial intermediary’s organization by, for example, placement on a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in various ways within the financial intermediary’s organization. You can ask your financial intermediary for information about any payments it receives from the Distributor or the Federated Hermes Fund and any services provided, as well as about fees and/or commissions it charges.

PROCEDURES FOR PURCHASING, REDEEMING AND EXCHANGING SHARES

Federated Hermes Fund

The transfer agent and dividend disbursing agent for the Federated Hermes Fund is State Street Bank and Trust Company (State Street Bank). Services provided by State Street Bank include the issuance, cancellation and transfer of the Federated Hermes Fund’s shares, and the maintenance of records regarding the ownership of such shares.

Hancock Horizon Funds

Hancock Whitney Bank serves as the Hancock Horizon Funds’ transfer agent under a Transfer Agency and Service Agreement dated May 31, 2000, as amended May 31, 2002 and September 1, 2010. Hancock receives (i) an annual fee of $12,000 for each class of each Hancock Horizon Fund; and (ii) 0.0175% of the average daily net assets of the Hancock Horizon Funds under the Transfer Agency and Service Agreement.

The Reorganizations

In connection with the Reorganizations, any minimum investment amounts applicable to initial investments in the Federated Hermes Funds shall be waived with respect to the Hancock Horizon Funds shareholders initial receipt of Federated Hermes Fund shares as part of the Reorganization.

With respect to the A class of the Federated Hermes Fund (“Relevant Surviving Fund Shares”) to be acquired by shareholders of Investor and Class D shares of the Hancock Horizon Funds in connection with the Reorganization, as applicable, shareholders will initially acquire the Federated Hermes Fund shares at NAV. With respect to subsequent purchases of the same Federated Hermes Fund shares in the future, such future purchases would be at NAV (without reduction for a sales charge) so long as: (1) the shareholder’s account opened on the books and records of the Federated Hermes Fund as part of the Reorganization remains open and is held directly with the Federated Hermes Fund’s Transfer Agent (and not through an intermediary) or (2) such future purchase otherwise qualifies for a sales load exception pursuant to the terms of the Federated Hermes Fund’s prospectus (such as, for example, that the shares are purchased through a program offered by a financial intermediary that provides for the purchase of shares without imposition of a sales charge and where the financial intermediary has agreed not to receive a dealer reallowance on purchases under the program).

In connection with the Reorganizations, a shareholder of a Hancock Horizon Fund will initially acquire the shares of the Federated Hermes Fund at net asset value, but subsequent purchases of such applicable Federated Hermes Fund may be subject to any sales loads (including any front-end sales load) applicable to purchases of the Federated Hermes Fund, as further described below.

Sales Charge for Certain Subsequent Purchases

Subsequent purchases of the Relevant Surviving Fund Shares by former shareholders of each Hancock Horizon Fund’s Investor Class and Class D shares may be subject to sales charges. The following table lists the sales charges which will be applied to such purchases of Relevant Surviving Fund Shares, subject to the breakpoint discounts indicated in the table and described below:

Purchase Amount Sales Charge as a Percentage of Public Offering Price Sales Charge as a Percentage of NAV
Less than $50,000 5.50% 5.82%
$50,000 but less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.75% 3.90%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $1 million 2.00% 2.04%
$1 million or greater1 0.00% 0.00%

1 A contingent deferred sales charge (CDSC) of 0.75% of the redemption amount applies to Relevant Surviving Fund Shares originally purchased in an amount of $1 million or more and redeemed up to 24 months after purchase under certain investment programs where a financial intermediary received an advance payment on the transaction.

Subsequent purchases of Relevant Surviving Fund Shares may qualify for a reduction or elimination of the sales, also known as a breakpoint discount. Contingent upon notification to the Federated Hermes Fund’s Transfer Agent, the sales charge at subsequent purchase of the Relevant Surviving Fund Shares may be reduced or eliminated by:

·Purchasing the Relevant Surviving Fund Shares in greater quantities to reduce the applicable sales charge;
·Combining concurrent purchases of and/or current investments in Class A, Class B, Class C, Class C and Class R Shares of any Federated Hermes fund made or held by other accounts in which there are holdings eligible to be aggregated to meet a sales charge breakpoint (“Qualifying Accounts”); the purchase amount used in determining the sales charge on your additional Share purchase will be calculated by multiplying the respective maximum public offering price times the number of the Class A, Class B, Class C, Class F and Class R Shares of any Federated Hermes fund currently held in Qualifying Accounts and adding the dollar amount of your current purchase; or
·Signing a letter of intent to purchase a qualifying amount of Relevant Surviving Fund Shares within 13 months. The Federated Hermes Fund’s custodian will hold Relevant Surviving Fund Shares in escrow equal to the maximum applicable sales charge. If you complete the letter of intent, the custodian will release the shares in escrow to your account. If you do not fulfill the letter of intent, the custodian will redeem the appropriate amount from the shares held in escrow to pay the sales charges that were not applied to your purchases.

Purchases

Federated Hermes Fund

Purchases of the Federated Hermes Fund’s shares may be made through a financial intermediary, directly from the Federated Hermes Fund by wire and by check or through an exchange from the same share class of another Federated Hermes fund (for exchanges, you must meet the minimum initial investment requirements for purchasing shares and both accounts must have identical registrations). An institution may establish an account and place an order by calling a Federated Hermes fund and the shares will be priced at the next calculated NAV after the Federated Hermes fund receives the order. Similarly, shareholders may purchase shares of the Hancock Horizon Funds through an investment professional, financial institutions or financial intermediaries.

Federated Hermes Fund and Hancock Horizon Funds

Shares of the Hancock Horizon Funds and the Federated Hermes Fund may be purchased any day that the New York Stock Exchange (NYSE) is open. When a Fund receives your transaction request in proper form (as described in each Fund’s Prospectus), it is processed at the next calculated NAV of a share. Each of the Federated Hermes Fund’s and the Hancock Horizon Funds’ NAVs is determined as of the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time) each day the NYSE is open. Each Fund calculates the NAV by valuing the assets allocated to the share’s class, subtracting the liabilities allocated to the class and dividing the balance by the number of shares of the class outstanding.

Each of the Funds reserves the right to reject any request to purchase or exchange shares.

Systematic Investment Plan/Program

The Federated Hermes Fund offers a Systematic Investment Program (“SIP”).

For the Federated Hermes Fund to use the SIP, an investor needs to complete the SIP section of the new account form or contact the Federated Hermes Fund or the investor’s financial intermediary. Once you have opened an account, purchases of additional shares may be made automatically on a regular basis using the SIP. The minimum investment amount for SIPs is $50. Once you have opened an account, purchases of additional shares also may be made through a financial institution that is an ACH member (the purchase option can be established by completing the appropriate section of the new account form).

Minimum initial and subsequent investment amounts for the Federated Hermes Fund:

Share Class Minimum Initial Investment Minimum Subsequent Investment Minimum Investment for SIP
A $1,500 $100 $50
Institutional $1,000 None $50

There is no minimum initial or subsequent amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Federated Hermes Fund’s policy on “Accounts with Low Balances” as discussed in its Prospectus. An institutional investor’s minimum investment is calculated by combining all accounts it maintains with the Federated Hermes Fund. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Federated Hermes Fund. Keep in mind that financial intermediaries may charge you fees for their services in connection with your share transactions.

Federated Hermes reserves the right to close accounts if redemptions or exchanges cause the account balance to fall below $1,500 for the Class A Shares (or in the case of IRAs, $250) and $25,000 for the Service Shares and Institutional Shares. Before an account is closed, you will be notified and allowed at least 30 days to purchase additional Shares to meet the minimum.

Minimum initial and subsequent investment amounts for the Hancock Horizon Funds:

Share Class Minimum Initial Investment Minimum Subsequent Investment
All Share Classes $1,000 $100

A Hancock Horizon Fund may accept initial and subsequent investments of smaller amounts in its sole discretion. For example, the minimum initial investment is waived for persons affiliated with Horizon Advisers, its affiliates and certain Hancock Horizon Funds service providers. The initial minimum investment also is waived for persons repurchasing shares redeemed within the preceding 30 days, certain wrap program accounts and fee based accounts held through financial intermediaries, and retirement plans.

If your account balance drops below $1,000 you may be required to sell your shares. The Hancock Horizon Funds will generally provide at least 60 days’ written notice to allow you time to add to your account and avoid the involuntary redemption of your shares.

Redemptions and Exchanges

Redemptions

Hancock Horizon Funds Federated Hermes Fund

The Hancock Horizon Funds’ shareholders may redeem shares of the Hancock Horizon Funds at its NAV next determined after the Hancock Horizon Funds receive a redemption request in proper form. The proceeds of each withdrawal will be mailed to you by check or, if you have a checking or savings account with a bank, electronically transferred to your account.

 

Shares of the Federated Hermes Fund may be redeemed or exchanged any day the NYSE is open. Redemptions and exchanges of the Federated Hermes Fund may be made through a financial intermediary or directly from the Federated Hermes Fund by telephone or by mailing a written request. Shares also may be redeemed or exchanged in a minimum amount of $50 on a regular basis using a systematic withdrawal/exchange program (to use the systematic withdrawal/ exchange program, an investor must complete the appropriate section of the new account form or an account service options form or contact the investor’s financial intermediary or the Federated Hermes Fund). An investor’s account value must meet the minimum initial investment amount at the time the systematic withdrawal/exchange program is established. Shares of the Federated Hermes Fund may be redeemed for cash or exchanged for shares of the same class of other Federated Hermes Fund on days on which the Federated Hermes Fund computes its NAV.

Exchanges

Hancock Horizon Funds Federated Hermes Fund
The Hancock Horizon Funds have an exchange privilege that allows shareholders to exchange their Institutional Class and Investor Class Shares for the same class of shares of any other Hancock Horizon Fund offering such Shares. Such an exchange is a taxable transaction for shareholders. Exchange requests must be for an amount of at least $1,000.

The Federated Hermes Fund have an exchange privilege that allows shareholders to exchange their shares for any Federated Hermes Fund or share class that does not have a stated sales charge or contingent deferred sales charge. An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Federated Hermes Fund may modify or terminate the exchange privilege at any time.

 

Hancock Horizon Fund shareholders may also exchange any class of shares of a Hancock Horizon Fund for a different class of shares of the same Hancock Horizon Fund, subject to such class’s eligibility requirements and the fees and expenses of the share class exchanged into.

 

For federal income tax purposes, a same-fund exchange is not expected to result in the realization by the investor of a capital gain or loss.

The Federated Hermes Fund does not have a same-fund exchange feature. Same-fund exchanges are subject to the eligibility requirements and the fees and expenses of the share class a shareholder exchanges into.

 

For federal income tax purposes, a same-fund exchange is not expected to result in the realization by the investor of a capital gain or loss.

Any questions about the foregoing procedures may be directed to, and assistance in effecting purchases, redemptions or exchanges of the Funds may be obtained by calling, the Federated Hermes Fund at 1-800-341-7400 or the Hancock Horizon Funds at 1-888-422-2654.

DIVIDENDS AND DISTRIBUTIONS; TAX INFORMATION; FREQUENT TRADING; PORTFOLIO HOLDINGS DISCLOSURE POLICIES

Dividends and Distributions

Federated Hermes Fund

Fund Declaration Frequency Payment Frequency
Federated Hermes MDT Small Cap Core Fund Annually Annually

Federated Hermes Fund shareholders who purchase shares by wire 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 Federated Hermes Fund receives your check. In either case, you earn dividends through the day your redemption request is received.

Dividends are paid to all shareholders invested in the Federated Hermes Fund on the record date. The record date is the date on which a shareholder must officially own shares to earn a dividend.

In addition, the Federated Hermes 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.

The Federated Hermes Fund’s 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 Federated Hermes Fund dividends and/or capital gain distributions in cash, and your check is returned by the postal or other delivery service as “undeliverable,” or remain uncashed for 180 days, all subsequent dividend and capital gain distributions will be reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution checks.

Hancock Horizon Funds

Each Hancock Horizon Fund makes distributions of its net realized capital gains, if any, at least annually. If you own a Hancock Horizon Fund’s shares on a Fund’s record date, you will be entitled to receive the distribution.

With respect to the Hancock Horizon Funds, you will receive dividends and distributions in the form of additional Fund shares unless you elect to receive payment in cash. To elect cash payment, you must notify the Hancock Horizon Funds, or your investment professional or institution, in writing prior to the date of the distribution. Your election will be effective for dividends and distributions paid after the Hancock Horizon Funds receive your written notice. To cancel your election, simply send the Hancock Horizon Funds, or your investment professional or institution, written notice.

Distributions from Sources other than Ordinary Investment Income

Under the federal securities laws, each of the Federated Hermes Fund and the Hancock Horizon Funds is required to provide a notice to shareholders regarding the source of distributions made by the applicable Fund if such distributions are from sources other than ordinary investment income. In addition, important information regarding the applicable Fund’s distributions, if applicable, is available via the link to the applicable Fund and share class name at www.Federatedinvestors.com/FundInformation or at www.hancockhorizonfunds.com.

Tax Information

Each Fund’s distributions of dividends and capital gains are taxable to you whether paid in cash or reinvested in the Funds. Dividends are taxable at different rates depending on the source of dividend income. Distributions of net short-term capital gains are taxable to you as ordinary income. Distributions of net long-term capital gains are taxable to you as long-term capital gains regardless of how long you have owned your shares.

Frequent Trading

Hancock Horizon Funds Frequent Trading Policies:

The Hancock Horizon Funds are intended for long-term investment purposes only and discourage shareholders from engaging in “market timing” or other types of excessive short-term trading. This frequent trading into and out of the Hancock Horizon Funds may present risks to the Hancock Horizon Funds’ long- term shareholders and could adversely affect shareholder returns. The risks posed by frequent trading include interfering with the efficient implementation of the Hancock Horizon Funds’ investment strategies, triggering the recognition of taxable gains and losses on the sale of Hancock Horizon Fund investments, requiring the Hancock Horizon Funds to maintain higher cash balances to meet redemption requests, and experiencing increased transaction costs.

The Hancock Horizon Funds’ service providers will take steps reasonably designed to detect and deter frequent trading by shareholders pursuant to the Hancock Horizon Funds’ policies and procedures described in their prospectus and approved by the AIC Trust’s Board. For purposes of applying these policies, the Hancock Horizon Funds’ service providers may consider the trading history of accounts under common ownership or control. The Hancock Horizon Funds’ policies and procedures include the following:

Shareholders are restricted from making more than one (1) “round trip,” including exchanges, into or out of a Hancock Horizon Fund per quarter. If a shareholder exceeds this amount, the Hancock Horizon Fund and/ or its service providers may, at their discretion, reject any additional purchase or exchange orders. The Hancock Horizon Funds define a round trip as a purchase into a Hancock Horizon Fund by a shareholder, followed by a subsequent redemption out of the Hancock Horizon Fund, of an amount the Hancock Horizon Funds Adviser reasonably believes would be harmful or disruptive to the Hancock Horizon Fund.
Each Hancock Horizon Fund reserves the right to reject any purchase or exchange request by any investor or group of investors for any reason without prior notice, including, in particular, if the Hancock Horizon Fund or the Hancock Horizon Funds Adviser reasonably believes that the trading activity would be harmful or disruptive to the Hancock Horizon Fund.

Each Hancock Horizon Fund and/or its service providers seek to apply these policies to the best of their abilities uniformly and in a manner they believe is consistent with the interests of the Hancock Horizon Funds’ long-term shareholders. The Hancock Horizon Funds do not knowingly accommodate frequent purchases and redemptions by Hancock Horizon Fund shareholders. Although these policies are designed to deter frequent trading, none of these measures alone nor all of them taken together eliminate the possibility that frequent trading in a Hancock Horizon Fund will occur.

Financial intermediaries (such as investment advisers and broker-dealers) often establish omnibus accounts in the Funds for their customers through which transactions are placed. The Hancock Horizon Funds have entered into “information sharing agreements” with these financial intermediaries, which permit the Hancock Horizon Funds to obtain, upon request, information about the trading activity of the intermediary’s customers that invest in the Hancock Horizon Funds. If the Hancock Horizon Funds or their service providers identify omnibus account level trading patterns that have the potential to be detrimental to the Hancock Horizon Funds, the Hancock Horizon Funds or their service providers may, in their sole discretion, request from the financial intermediary information concerning the trading activity of its customers. Based upon a review of that information, if the Hancock Horizon Funds or their service providers determine that the trading activity of any customer may be detrimental to the Hancock Horizon Funds, they may, in their sole discretion, request the financial intermediary to restrict or limit further trading in the Hancock Horizon Funds by that customer. If the Hancock Horizon Funds are not satisfied that the intermediary has taken appropriate action, the Hancock Horizon Funds may terminate the intermediary’s ability to transact in Hancock Horizon Fund shares. When information regarding transactions in the Hancock Horizon Funds’ shares is requested by the Hancock Horizon Funds and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Hancock Horizon Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Hancock Horizon Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Hancock Horizon Funds on behalf of other persons.

The Hancock Horizon Funds and their service providers will use reasonable efforts to work with financial intermediaries to identify excessive short-term trading in omnibus accounts that may be detrimental to the Hancock Horizon Funds. However, there can be no assurance that the monitoring of omnibus account level trading will enable the Funds to identify or prevent all such trading by a financial intermediary’s customers. Please contact your financial intermediary for more information.

Federated Hermes Fund Frequent Trading Policies:

Frequent or short-term trading into and out of the Federated Hermes Fund can have adverse consequences for the Federated Hermes Fund and shareholders who use the Federated Hermes Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Federated Hermes Fund’s investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of taxable gains distributed by the Federated Hermes Fund. Investors engaged in such trading may also seek to profit by anticipating changes in the Federated Hermes Fund’s NAV in advance of the time as of which NAV is calculated.

The Federated Hermes Funds Board has approved policies and procedures intended to discourage excessive frequent or short-term trading of the Federated Hermes Fund’s Shares. The Federated Hermes Fund’s fair valuation procedures are intended in part to discourage short-term trading strategies by reducing the potential for these strategies to succeed. See “What Do Shares Cost?” The Federated Hermes Fund also monitors trading in Federated Hermes Fund Shares in an effort to identify disruptive trading activity. The Federated Hermes Fund monitors trades into and out of each of the Federated Hermes Fund within a period of 30 days or less. The Federated Hermes Fund may also monitor trades into and out of the Federated Hermes Fund for potentially disruptive trading activity over periods longer than 30 days. The size of Share transactions subject to monitoring varies. Where it is determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Federated Hermes Fund will temporarily prohibit the shareholder from making further purchases or exchanges of Federated Hermes Fund Shares. If the shareholder continues to exceed the detection amounts for specified periods, the Federated Hermes Fund will impose lengthier trading restrictions on the shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges of Federated Hermes Fund Shares. Whether or not the specific monitoring limits are exceeded, the Federated Hermes Fund’s management or the Federated Hermes Funds Adviser may determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged in excessive trading that is or could be detrimental to the Federated Hermes Fund and other shareholders and may prohibit the shareholder from making further purchases or exchanges of Fund Shares. No matter how the Federated Hermes Fund defines its limits on frequent trading of Federated Hermes Fund Shares, other purchases and sales of Federated Hermes Fund Shares may have adverse effects on the management of the Federated Hermes Fund’s portfolio and its performance.

The Federated Hermes Fund’s frequent trading restrictions do not apply to purchases and sales of Federated Hermes Fund Shares by other Federated Hermes funds. These funds impose the same frequent trading restrictions as the Federated Hermes Fund at their shareholder level. In addition, allocation changes of the investing Federated Hermes fund are monitored, and the managers of the recipient fund must determine that there is no disruption to their management activity. The intent of this exception is to allow investing fund managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nonetheless, as with any trading in Federated Hermes Fund Shares, purchases and redemptions of Federated Hermes Fund Shares by other Federated Hermes funds could adversely affect the management of the Federated Hermes Fund’s portfolio and its performance.

The Federated Hermes Fund will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap programs, fund of funds, collective funds or other similar accounts that have been pre-approved by Federated Hermes (“Approved Accounts”). The Federated Hermes Fund will continue to monitor transactions by the Approved Accounts and will seek to limit or restrict even non-discretionary transactions by Approved Accounts that are determined to be disruptive or harmful to the Federated Hermes Fund.

The Federated Hermes Fund’s objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the restrictions, regardless of the number or type of accounts in which Shares are held. However, the Fund anticipates that limitations on its ability to identify trading activity to specific shareholders, including where Shares are held through intermediaries in multiple or omnibus accounts, will mean that these restrictions may not be able to be applied uniformly in all cases.

Other funds in the Federated Hermes family of funds may impose different monitoring policies or in some cases, may not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are designed to protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments under such monitoring are not expected to have materially adverse impact on the Federated Hermes funds or their shareholders. If you plan to exchange your fund shares for shares of another Federated Hermes fund, please read the prospectus of that other Federated Hermes fund for more information.

Portfolio Holdings Disclosure Policies

Hancock Horizon Funds:

The Hancock Horizon Funds generally publish a complete list of their portfolio holdings on a monthly basis, as of the end of the previous month. For example, each Hancock Horizon Fund’s investments as of the end of January would ordinarily be published at the end of February. Each Hancock Horizon Fund also publishes a list of its ten largest portfolio holdings, and the percentage of the Hancock Horizon Funds’ assets that each of these holdings represents, on a monthly basis, ten (10) days after the end of the month. The portfolio information described above can be found on the internet at http://aicfundholdings.com/. The information will generally remain available until replaced by new portfolio holdings information as described above. The investment advisers may exclude any portion of each Hancock Horizon Funds’ portfolio holdings from such publication when deemed to be in the best interest of each of the Hancock Horizon Funds. Please consult the Hancock Horizon Funds SAI for a full description of the policies and procedures that govern disclosure of the Hancock Horizon Funds’ portfolio holdings.

Federated Hermes Fund:

Information concerning the Federated Hermes Fund’s portfolio holdings is available via the link to the Federated Hermes Fund and share class name at www.FederatedInvestors.com/FundInformation. A complete listing of the Federated Hermes 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 Federated Hermes Fund’s top 10 holdings, recent purchase and sale transactions and a percentage breakdown of the portfolio by sector.

You may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Federated Hermes Fund and share class name at www.FederatedInvestors.com/FundInformation. The Federated Hermes Fund’s Annual and Semi-Annual Shareholder Reports contain complete listings of the Federated Hermes Fund’s portfolio holdings as of the end of the Federated Hermes Fund’s second and fourth fiscal quarters. The Federated Hermes Fund’s Form N-PORT filings contain complete listings of the Federated Hermes Fund’s portfolio holdings as of the end of the Federated Hermes Fund’s first and third 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 www.sec.gov.

In addition, from time to time (for example, during periods of unusual market conditions), additional information regarding the Federated Hermes Fund’s portfolio holdings and/or composition may be posted to Federated Hermes’ website. 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.

INFORMATION ABOUT THE REORGANIZATIONS

BOARD CONSIDERATIONS

AIC Board Considerations

At a meeting held on April 22, 2021 (the “April Meeting”), the AIC Board, which is comprised of a majority of trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act (“Independent Trustees”), discussed, and ultimately approved, the Reorganizations. In advance of the April Meeting, the Hancock Horizon Funds Adviser and Federated Hermes provided background materials, analyses and other information to the Board regarding, among other things, the topics discussed below. At the April Meeting, the AIC Board met with representatives of the Hancock Horizon Funds Adviser and with representatives of Federated Hermes and the Federated Hermes Funds Adviser to discuss the Reorganizations.

When it considered the Reorganizations, the AIC Board, advised by counsel, took into account a number of factors, including, but not limited to:

The Hancock Horizon Funds Adviser’s discussion of the reasons for the Reorganizations, including that the Hancock Horizon Funds Adviser intends to discontinue its sponsorship of the Hancock Horizon Funds and exit the mutual fund business and in connection therewith determined to propose the Reorganizations for regulatory, financial and strategic reasons;
The terms of the Reorganizations;
The similar investment objectives, policies, risks and limitations of the Hancock Horizon Funds and the Federated Hermes Fund as described herein. See “Summary – Comparison of Investment Objectives, Policies and Risks” and “Summary – Comparison of Investment Limitations”;
The competitive stated gross expense ratios and lower net expense ratios, based on current asset levels, of the Federated Hermes Fund, after taking into account voluntary fee waiver/expense reimbursement arrangements agreed to by Federated Hermes Funds Adviser and certain of its affiliates, which Federated Hermes represented are expected to continue following the Reorganizations for at least 12 months after the Closing Date of the Reorganizations. See “Summary – Comparative Fee Tables”;
The generally competitive performance of the Federated Hermes Fund, including the long-term performance of the Federated Hermes Fund in a variety of market conditions, which suggested the viability of the Federated Hermes Fund from the perspective of long-term management results. See “Summary – Comparison of Potential Risks and Rewards; Performance Information”;
The tax-free status of the Reorganizations under the Code, which the Hancock Horizon Funds Adviser believes generally would be a preferable tax result for shareholders as compared to a liquidation of the Hancock Horizon Funds (which generally would result in taxable redemptions). See “Summary – Tax Consequences”;
The fact that the Hancock Horizon Funds Adviser or the Federated Hermes Funds Adviser, or itsssss respective affiliates, will bear all of the costs and expenses incurred in connection with the preparation of this Prospectus/Proxy Statement and any of its enclosures, and that no portion of these costs or expenses will be borne by the Hancock Horizon Funds or their shareholders (other than costs relating to the purchase or disposition of any portfolio securities as described above) (see “Costs of the Reorganizations”);
Alternatives available to the shareholders of the Hancock Horizon Funds, in light of the fact that the Hancock Horizon Funds Adviser has determined to discontinue its sponsorship of the Hancock Horizon Funds;
That the Hancock Horizon Funds Adviser and Federated Hermes represented to the AIC Board that Federated Hermes committed to make commercially reasonable efforts to and intends to comply with the conditions of Section 15(f) of the 1940 Act with respect to the Reorganizations (see “Agreement Among Federated Hermes, Inc. and Hancock Whiney Bank” for more information regarding the requirements of Section 15(f)”);
The range and quality of services that the shareholders of the Hancock Horizon Funds will receive as shareholders of the Federated Hermes Fund will generally be comparable to the range and quality of services that such shareholders currently receive;
Shareholders of the Hancock Horizon Funds will not pay a sales charge to acquire shares of the Federated Hermes Fund in connection with the Reorganizations;
The qualifications of the investment personnel for the Federated Hermes Fund and the management of the Federated Hermes Fund, including the securities selection process, and the benefits that the Hancock Horizon Funds’ shareholders are expected to receive from the Federated Hermes Funds Adviser’s experienced investment professionals and investment management resources;
The level of resources and enterprise commitment of the Federated Hermes Funds Adviser to compliance and risk management functions;
Federated Hermes’ distribution capacity, which the Hancock Horizon Funds Adviser believes could result in larger, more viable funds with potentials for greater efficiencies and investment opportunities; and
Federated Hermes’ overall experience in the mutual fund business.

Given the above factors, the Hancock Horizon Funds Adviser advised the AIC Board, and the AIC Board concluded that, when considering the totality of the factors, the Reorganizations are in the best interest of the Hancock Horizon Funds and their shareholders.

Based on the foregoing, the AIC Board approved the Plans and Reorganizations on behalf of the Hancock Horizon Funds. In their deliberations, the AIC Board did not identify any particular factor or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and individual AIC Board members may have attributed different weights to various factors.

Federated Hermes Funds Board Considerations

The Board of Trustees of the Federated Hermes Registrant (the “Federated Hermes Funds Board”) likewise approved the Reorganizations on behalf of the Federated Hermes Fund. The Federated Hermes Funds Board, including a majority of the trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act (“Independent Trustees”), determined that the Reorganizations are in the best interest of the Federated Hermes Fund. The Federated Hermes Funds Board made its determination after reviewing the materials provided to the members of the Federated Hermes Funds Board and having the opportunity to request and evaluate such additional information as the Federated Hermes Funds Board deemed reasonably necessary to make its determination. The Federated Hermes Funds Board considered various information and factors in reviewing the Plans on behalf of the Federated Hermes Fund including, but not limited to, the following:

The Reorganizations are not expected to have a negative impact on the Federated Hermes Fund’s fees and expenses;
The Federated Hermes Funds Adviser believes that the investment objectives, policies, risks and limitations of each of the Hancock Horizon Funds and the Federated Hermes Fund are similar and that the Federated Hermes Fund has competitive expense ratios with lower net expense ratios after waivers when compared to the Hancock Horizon Funds;
The Federated Hermes Fund has outperformed each of the corresponding Hancock Horizon Fund for the 1-, 5- and 10-year periods ended March 31, 2021, although the Hancock Horizon Funds have outperformed the Federated Hermes Fund in certain annual periods. Shareholders should carefully review the “COMPARATIVE FEE TABLES” and “COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION” sections of the Prospectus/Proxy Statement to evaluate the fees and expenses and performance records of the Funds for each proposed Reorganization;
The Federated Hermes Fund Adviser believes that the additional assets that would be acquired by the Federated Hermes Fund through the Reorganizations provide the potential for greater efficiencies and investment opportunities and may benefit the performance of the Federated Hermes Fund over time;
The qualifications of the investment personnel for the Federated Hermes Fund and the management of the Federated Hermes Fund;
The terms and conditions of the Plans;
Federated Hermes’ previous experience with transactions similar to the Reorganizations;
The Reorganizations are part of the sale by Hancock Whitney Bank to Federated Hermes of certain assets relating to Hancock Whitney Bank’s business of providing investment advisory and investment management services to the Hancock Horizon Funds; the terms and conditions of the sale, Federated Hermes’ due diligence in connection with the sale; and the anticipated impact of the sale on Federated Hermes;
The Federated Hermes Fund will not bear any expenses associated with its participation in the Reorganizations, except as contemplated in Article IX of the Plans, a form of which is attached as Annex A (for more detail, see “Information About the Reorganizations – Costs of the Reorganizations”);
The estimated post-Reorganization costs and expenses related to the disposition of portfolio securities that the Federated Hermes Fund is anticipated to incur (for more detail, see “Costs of the Reorganization”); and
That the Reorganizations are expected to be conducted on a tax-free basis at the Fund-level. However, each Hancock Horizon Fund will distribute any undistributed income and realized capital gains accumulated prior to the Reorganization to its shareholders. These distributions, if any, will be taxable to an individual investor.

Given the above factors, the Federated Hermes Funds Board concluded that, when considering the totality of the factors, the Reorganizations are in the best interest of the Federated Hermes Fund.

Based on the foregoing, the Federated Hermes Funds Board approved the Plans and Reorganization on behalf of the Federated Hermes Fund.

DESCRIPTION OF THE AGREEMENTS AND PLANS OF REORGANIZATION

The Plans provide for the respective Reorganizations to occur on the Closing Date, which is expected to be on or about September 24, 2021. The Hancock Horizon Funds will transfer all or substantially all of their assets (except for deferred or prepaid expenses, certain tax reclaims, and amounts reserved for payment of Reorganizing Fund liabilities, which currently are not expected to be material in amount when the Reorganizations are consummated on the Closing Date) to the Federated Hermes Fund. In exchange for the transfer of these assets, the Federated Hermes Fund will simultaneously issue to the Hancock Horizon Funds a number of full and fractional shares of the Federated Hermes Fund (as applicable) equal in value to the aggregate NAV of the shares of the Hancock Horizon Funds (as applicable) calculated as of 4:00 p.m. on the Closing Date.

For purposes of the Reorganizations, the value of the Hancock Horizon Funds’ assets to be acquired by the Federated Hermes Fund shall be the value of such assets as of the closing on the Closing Date, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Federated Hermes Fund’s Declaration of Trust or Articles of Incorporation, each as amended and/or restated to date, and its current Prospectus and SAI, and in accordance with the Federated Hermes Fund’s valuation procedures or such valuation procedures as shall be mutually agreed upon (and approved by) the respective Boards of the Federated Hermes Registrant and the AIC Trust. At the time of the Reorganizations, the NAV per share of the Hancock Horizon Funds’ shares shall be computed as of the Closing Date, in accordance with valuation procedures established by the Board of the Federated Hermes Registrant or such other valuation procedures as shall be mutually agreed upon and approved by the respective Boards of the Federated Hermes Registrant and the AIC Trust. Although there are differences in the valuation procedures for the Hancock Horizon Funds and the Federated Hermes Funds, the Funds agree to use commercially reasonable efforts to work together to resolve any material differences as described in more detail in the Plans.

Prior to the Reorganizations, the Hancock Horizon Funds will discharge all of their known liabilities and obligations as provided in the Plans, and the Federated Hermes Fund will assume no liabilities of the Hancock Horizon Fund as a result of the Reorganizations. The status of foreign tax reclaims will also be determined prior to the Reorganizations as described in the Plans. Hancock Whitney Bank will assume all liabilities of the Hancock Horizon Funds of any nature whatsoever, whether absolute or contingent, known or unknown, accrued or unaccrued, that are not discharged by the Hancock Horizon Fund.

The Plans contain customary representations, warranties and conditions. Among other things, the Plans provide that the consummation of the Reorganizations is subject to the non-waivable condition that the AIC Trust and the Federated Hermes Registrant receive opinions to the effect that the Reorganizations will be tax-free to the Hancock Horizon Funds, their shareholders and the Federated Hermes Fund. A Plan may be terminated if, before the Closing Date, any of the required conditions have not been met and it reasonably appears that it will not or cannot be met; or there is a breach of any of the representations and warranties and agreements, if not cured within 30 days, or if earlier, by the Closing Date; or the Federated Hermes Funds Board or AIC Board determines that the relevant Reorganization is not in the best interest of the Federated Hermes Fund or Hancock Horizon Fund, respectively.

All fees and expenses incurred directly in connection with the consummation of the Reorganizations and the transactions contemplated by the Plans will be borne as contemplated in the Plans. See “Information About the Reorganizations – Costs of the Reorganizations” in this Prospectus/Proxy Statement for additional information.

The foregoing brief summary of the Plans is qualified in its entirety by the terms and provisions of the respective Plans. A form of the Plans for the Reorganizations is attached hereto as Annex A and incorporated herein by reference.

AGREEMENT AMONG FEDERATED HERMES, INC. AND HANCOCK WHITNEY BANK

Federated Hermes entered into a Purchase Agreement with Hancock Whitney Bank, of which the Hancock Horizon Funds Adviser is an unincorporated division, dated as of April 7, 2021 (“Purchase Agreement”) regarding the sale by Hancock Whitney Bank to Federated Hermes (or one or more designated advisory subsidiaries of Federated Hermes) of certain assets relating to the Hancock Horizon Funds Adviser’s business of providing investment advisory and investment management services to the Hancock Horizon Funds, the Hancock Horizon Funds Adviser’s and its affiliates’ cooperation in connection with the Reorganizations, the payment of transaction expenses, and related matters (the “Transaction”). Assuming conditions in the Purchase Agreement and the Plans are met, shareholders of the Hancock Horizon Funds will become shareholders of the Federated Hermes Funds. If this occurs, the Hancock Horizon Funds Adviser or its affiliates may be entitled to receive compensation under the Purchase Agreement in the form of a fixed upfront payment, which is significant in amount and payable upon confirmation of a successful closing of the Transaction, and additional amounts (which can also be significant in amount), payable on or before 90 days after each of the first three anniversaries of the closing of the Transaction, calculated based on the net revenues received by Federated Hermes (or its affiliates) on the assets involved in the Transaction relating to a reorganization that is not included in this Prospectus/Proxy Statement.

Under the Purchase Agreement, Federated Hermes and Hancock Whitney Bank have each agreed, for the minimum time periods specified in Section 15(f) of the 1940 Act and with respect to the Reorganizations subject to compliance with fiduciary duties, that Federated Hermes shall use commercially reasonable efforts not to cause (and to prevent their respective affiliates from causing) a violation of Section 15(f) in connection with the Reorganizations. Without limiting the foregoing, each of Federated Hermes and Hancock Whitney Bank agree that Federated Hermes, subject to compliance with fiduciary duties, will use commonly reasonable efforts to cause the Federated Hermes Funds Boards to take such actions as are necessary to ensure that: (i) for a three-year period following the closing of the Transaction, at least 75% of the Federated Hermes Funds Boards are not “interested persons” (as that term is defined in the 1940 Act) of the Federated Hermes Funds Adviser or Hancock Horizon Funds Adviser; and (ii) for a two-year period following the closing of the Transaction no “unfair burden” (as that term is defined in Section 15(f)(2)(B) of the 1940 Act) is imposed as a result of the Reorganizations. In addition, for a three-year period following the closing of the Transaction, Federated Hermes shall, subject to compliance with fiduciary duties, use commercially reasonably efforts to cause the Federated Hermes Funds Boards to take such actions as are necessary to ensure that each vacancy on the Federated Hermes Funds Boards are filled by a person who is not an interested person of the Federated Hermes Funds Adviser so as to comply with Section 15(f) of the 1940 Act and has been selected and proposed for election by a majority of the Board members who are not interested persons. Federated Hermes may elect, in lieu of the covenants set forth in the preceding sentence, to apply for and obtain an exemptive order under Section 6(c) of the 1940 Act from the provisions of Section 15(f)(1)(A) of the 1940 Act, in form and substance reasonably acceptable to the Hancock Whitney Bank.

Hancock Whitney Bank, Federated Hermes and/or their affiliates have agreed upon which entities as between them will be responsible for all (or certain portions of) the transaction costs (as defined in the Plans) of the Reorganizations, including any costs associated with preparing, filing, printing, and mailing this Prospectus/Proxy Statement.

COSTS OF THE REORGANIZATION

Under each of the Plans, the Hancock Horizon Funds and the Federated Hermes Fund will not bear any expenses associated with their participation in the Reorganizations, except as contemplated below and under Article IX of the Plans, a form of which is attached as Annex A and incorporated herein by reference. The Federated Hermes Funds Adviser and/or the Hancock Horizon Funds Adviser, or their affiliates, will bear certain expenses associated with the Hancock Horizon Funds’ and the Federated Hermes Fund’s participation in the Reorganizations as agreed between them. Such Reorganization expenses include: (a) expenses associated with the preparation and filing of the Proxy Materials; (b) postage; (c) printing; (d) legal and accounting fees incurred in connection with the preparation of the Proxy Materials; (e) other accounting fees arising due to accounting work performed in connection with, or as a result of, the Reorganization that would not otherwise have been performed; (f) solicitation and tabulation costs of the transaction; and (g) other related administrative or operational costs. Each of the foregoing expenses will be borne by the Federated Hermes Funds Adviser, the Hancock Horizon Funds Adviser, or their affiliates, as agreed between the Federated Hermes Funds Adviser and the Hancock Horizon Funds Adviser, and will not be borne by the Funds. The Federated Hermes Fund will bear expenses associated with the qualification of Federated Hermes Fund’s shares for sale in the various states on an as-incurred basis. In addition, to the extent that any disposal of portfolio securities is determined to be necessary in connection with a Reorganizations, the Funds may incur transaction expenses associated with the sale and purchase of portfolio securities. The Federated Hermes Fund also may dispose of certain securities, and acquire replacement securities, after the Reorganizations are consummated in the ordinary course. The amount of transaction costs incurred by the Hancock Horizon Funds and the Federated Hermes Fund in connection with these potential sales and acquisitions of portfolio securities is not expected to be material.

The Federated Hermes Fund may hold or dispose of securities following the applicable Reorganization in accordance with the Federated Hermes Funds Adviser’s use of a quantitative computer model driven by fundamental stock selection variables. Because the Federated Hermes Fund use this quantitative, model-driven strategy which reallocates on a daily basis, it is difficult to provide an accurate assessment of the scope of the required reallocation of the Federated Hermes Fund’s portfolio.

 

     

Federated Fund

 

Total Brokerage
Expenses/Commissions

 

Brokerage Expenses/
Commissions Per Shares

 

Federated Hermes MDT Small Cap Core Fund

 

$ 65,025

 

0.0015

 

The transaction costs incurred in connection with the disposition of securities in accordance with the use of the quantitative computer model will be borne by Federated Hermes MDT Series, subject to the applicable Fee Limit (to the extent such costs are applicable to the Fund’s total annual fund operating expenses) as discussed above in the section entitled “Summary - Comparative Fee Tables.”

DESCRIPTION OF THE HANCOCK HORIZON FUNDS AND FEDERATED HERMES FUND CAPITALIZATION

The shares of the Federated Hermes Fund to be issued to shareholders of the Hancock Horizon Funds under the Plans will be fully paid and non-assessable when issued, transferable without restriction and will have no preemptive rights. Please see the prospectuses of the Federated Hermes Fund for additional information about the shares of the Federated Hermes Fund.

The following tables set forth the unaudited capitalization of the Hancock Horizon Funds into the Federated Hermes Fund on a pro forma combined basis after giving effect to the Reorganizations as of December 31, 2020. This section is for informational purposes only.

 

Total Net
Assets1

 

Shares
Outstanding

 

Net Asset Value
Per Share

 
Hancock Horizon Burkenroad Small Cap Fund (Institutional) $ 61,239,564 1,687,375 $36.29

Share Adjustment2

 

 

930,819

 

 
Federated Hermes MDT Small Cap Core Fund (Institutional) $ 661,160,989 28,262,797  

Federated Hermes MDT Small Cap Core Fund, Pro Forma Combined (IS Shares)

 

$ 722,400,553 30,880,991  $23.39
Hancock Horizon Burkenroad Small Cap Fund (Investor) $ 59,059,862 1,639,100 $36.03
Hancock Horizon Burkenroad Small Cap Fund (Class D) $ 10,962,557 329,143 $33.31
Share Adjustment2   1,138,342    
Federated Hermes MDT Small Cap Core Fund (Class A) $ 89,522,935   3,972,123   

Federated Hermes MDT Small Cap Core Fund, Pro Forma Combined (Class A)

 

$ 159,545,354 7,078,708 $22.54

 

 

Total Net
Assets1

 

Shares
Outstanding

 

Net Asset Value
Per Share

 
Hancock Horizon Microcap Fund (Institutional) $ 11,435,993 788,511 $14.50

Share Adjustment2

 

 

(299,584)

 

 
Federated Hermes MDT Small Cap Core Fund (Institutional) $661,160,989 28,262,797  

Federated Hermes MDT Small Cap Core Fund, Pro Forma Combined (IS Shares)

 

$ 672,596,982 28,751,724  $23.39 
Hancock Horizon Microcap Fund (Investor) $ 302,869 21,063 $14.38
Share Adjustment2   (7,626)    
Federated Hermes MDT Small Cap Core Fund (Class A) $ 89,522,935   3,972,123   

Federated Hermes MDT Small Cap Core Fund, Pro Forma Combined (Class A)

 

$ 89,825,804 3,985,560 $22.54
           

1 Total net assets of Federated Hermes MDT Small Cap Core Fund include an additional $76,323,415 of Class C and Class R6 Shares which are not involved in the Reorganization and are not reflected in the table above.

2 Share adjustment necessary to reflect shares to be issued based on net assets of Hancock Horizon Microcap Fund and Hancock Horizon Burkenroad Small Cap Fund and Federated MDT Small Cap Core Fund net asset value per share.

 

FEDERAL INCOME TAX CONSEQUENCES

As a non-waivable condition to each of the Reorganizations, the Federated Hermes Fund and the corresponding Hancock Horizon Fund will receive an opinion of counsel to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes:

The Reorganization as set forth in the Plan will constitute a tax-free reorganization under section 368(a) of the Code, and the Hancock Horizon Fund and Federated Hermes Fund will each be a “party to a reorganization” within the meaning of section 368(b) of the Code;
No gain or loss will be recognized by the Federated Hermes Fund upon its receipt of the Hancock Horizon Fund’s assets solely in exchange for shares of the Federated Hermes Fund;
No gain or loss will be recognized by the Hancock Horizon Fund upon transfer of its assets to the Federated Hermes Fund solely in exchange for shares of the Federated Hermes Fund or upon the distribution (whether actual or constructive) of shares of the Federated Hermes Fund to shareholders of the Hancock Horizon Fund in exchange for their shares of the Hancock Horizon Fund;
No gain or loss will be recognized by shareholders of the Hancock Horizon Fund upon exchange of its shares for shares of the Federated Hermes Fund (including any fractional shares to which they may be entitled);
The aggregate tax basis of the shares of the Federated Hermes Fund received by shareholders of the Hancock Horizon Fund pursuant to the Reorganization (including any fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Hancock Horizon Fund’s shares held by such shareholder immediately prior to the Reorganizations;
The holding period of the Federated Hermes Fund’s shares received by shareholders of the Hancock Horizon Fund (including any fractional shares to which they may be entitled) will include the period during which the Hancock Horizon Fund’s shares exchanged therefor were held by such shareholders, provided the shares of the Hancock Horizon Fund were held as capital assets at the time of the Reorganization;
The tax basis of the Hancock Horizon Fund’s assets acquired by the Federated Hermes Fund will be the same as the tax basis of such assets to the Hancock Horizon Fund immediately prior to the Reorganization;
The holding period of the assets of the Hancock Horizon Fund in the hands of the Federated Hermes Fund will include the period during which those assets were held by the Hancock Horizon Fund; and
The Federated Hermes Fund will succeed to and take into account, as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations), the items of the Hancock Horizon Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code.

Such opinion shall be based on customary assumptions and shall be conditioned on (1) such representations as K&L Gates LLP, counsel providing the opinion, may reasonably request (and the Hancock Horizon Fund and Federated Hermes Fund will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with the applicable Agreement and Plan of Reorganization (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments hereof that K&L Gates LLP has not approved). Notwithstanding anything herein to the contrary, neither the Federated Hermes Fund nor the Hancock Horizon Fund may waive the above conditions.

Assuming the Reorganization qualifies as a tax-free Reorganization, as expected, the Federated Hermes Fund will succeed to the capital loss carryforwards of the Hancock Horizon Fund. Capital losses of a fund may be carried forward indefinitely to offset future capital gains. However, a Fund’s ability to carry forward capital losses, if any, and to use them to offset future gains may be limited as a result of a Reorganization. “Pre-acquisition losses” of either the Hancock Horizon Fund or the Federated Hermes Fund (including capital loss carryforwards, net current-year capital losses, and unrealized losses that exceed certain thresholds) may become unavailable to offset gains of the combined Fund. Additionally, if one Fund has net unrecognized gains above a certain threshold as of the date of a Reorganization (“built-in gains”), the other Fund's pre-Reorganization losses cannot be used to offset such built-in gains if they are recognized during the five-year period beginning on the date of the Reorganization.

Generally, when ownership of a corporation with capital loss carryforwards changes for tax purposes in connection with a reorganization (as will be the case here), the Code imposes various limitations on the use of capital loss carryforwards following the change in ownership. The amount of such loss carryforwards that can be used each year to offset post-acquisition capital gains would generally be determined by multiplying the “federal long-term tax-exempt rate” (the applicable rate as of June 2021 was 1.64%) by the value of the outstanding shares of the smaller Fund, currently the Hancock Horizon Fund (possibly subject to adjustment for purposes of these rules) immediately prior to each Reorganization.

As of December 31, 2020, the Hancock Horizon Funds’ most recent fiscal year end, the Hancock Horizon Microcap Fund had capital loss carryforwards in the amount of $3,928,010, and the Hancock Horizon Burkenroad Small Cap Fund did not have any capital loss carryforwards. As of July 31, 2020, the Federated Hermes Fund’s most recent fiscal year end, the Federated Hermes MDT Small Cap Core Fund had capital loss carryforwards in the amount of $86,408,837.

In addition, a Reorganization will result in the spreading of tax benefits and tax costs across the larger shareholder base of the combined Fund. On the one hand, the shareholders of the Hancock Horizon Fund will receive a proportionate share of any "built-in" (unrealized) gains in the Federated Hermes Fund's assets, as well as any taxable gains realized by the Federated Hermes Fund but not distributed to its shareholders prior to the Reorganization, when such gains are eventually distributed by the Federated Hermes Fund. As a result, shareholders of the Hancock Horizon Fund may receive larger taxable distributions than they would have had the Reorganization not occurred. Additionally, any pre-acquisition losses of the Hancock Horizon Fund (whether realized or unrealized) remaining after the operation of the limitation rules described above will become available to offset post-Reorganization capital gains otherwise distributed to a broader group of shareholders than would have been the case absent such Reorganization, such that the benefit of those losses to Hancock Horizon Fund shareholders may be further reduced relative to what the benefit would have been had the Reorganization not occurred. On the other hand, any pre-acquisition losses of the Federated Hermes Fund remaining after the operation of the limitation rules described above will be available to offset capital gains of the combined Fund realized after the Reorganization other than Hancock Horizon Fund built-in gains (as described above), potentially resulting in a tax benefit to Hancock Horizon Fund shareholders.

The amount of realized and unrealized gains and losses of each Fund, as well as the size of each Fund, at the time of the Reorganization will determine the extent to which the Funds' respective losses, both realized and unrealized, will be available to reduce gains realized by the combined Fund following the Reorganization, and consequently the extent to which the combined Fund may be required to distribute gains to its shareholders earlier than would have been the case absent the Reorganization. Thus the impact of the rules described above will depend on factors that are currently unknown, such that this impact cannot be calculated precisely prior to the Reorganization.

See the discussion under the section entitled “Summary – Tax Consequences” in this Prospectus/Proxy Statement for further information regarding the tax consequences of the Reorganizations, including (without limitation) information on the unrealized gains/losses of the Funds, and the possibility that the Hancock Horizon Funds may make distributions of ordinary income (which may be taxable) and/or realized capital gains to its shareholders prior to the Reorganization being consummated.

Shareholders of the Hancock Horizon Funds should consult their tax advisors regarding the effect, if any, of the Reorganizations in light of their individual circumstances. Because the foregoing discussion only relates to the federal income tax consequences of the Reorganizations, those shareholders also should consult their tax advisors about the state and local tax consequences, if any, of the Reorganizations.

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS

Each Hancock Horizon Fund and Federated Hermes Fund is an open-end management investment company registered under the 1940 Act. The AIC Trust was established under the laws of the Commonwealth of Massachusetts. The Federated Hermes MDT Series was established under the laws of the Commonwealth of Massachusetts.

The rights of shareholders of the Federated Hermes MDT Series and the AIC Trust are defined by their respective organizational documents and state law. The chart in Annex E attached hereto compares the rights of shareholders of the AIC Trust and the rights of shareholders of the Federated Hermes MDT Series.

INFORMATION ABOUT HANCOCK HORIZON FUNDS AND FEDERATED HERMES FUND

WHERE TO FIND ADDITIONAL INFORMATION

Information about the Hancock Horizon Funds is included in its Prospectus and SAI dated May 1, 2021, as supplemented, which is incorporated herein by reference. Information about the Federated Hermes MDT Small Cap Core Fund is included in its Prospectus and SAI dated September 30, 2020. Copies of the Prospectus and SAI of the Federated Hermes Fund, the Prospectus and SAI of the Hancock Horizon Funds, and the SAI dated July 12, 2021 relating to this Prospectus/Proxy Statement, all of which have been filed with the SEC, may be obtained without charge by contacting the Federated Hermes Fund at 1-800-341-7400 or the Hancock Horizon Funds at 1-888-422-2654 or by writing to Federated Hermes Fund, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 or writing the Hancock Horizon Funds at One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Prospectus and SAI of the Hancock Horizon Funds can be found electronically at www.hancockhorizon.com. The Prospectus and SAI of the Federated Hermes Fund are also available electronically on Federated Hermes’ website at FederatedInvestors.com.

The AIC Trust and the Federated Hermes Registrant, on behalf of their Funds, are subject to the informational requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the 1940 Act, and in accordance therewith file reports and other information with the SEC. Reports, information/proxy statements and other information filed by the AIC Trust and by the Federated Hermes Registrant, on behalf of their Funds, can be obtained by calling or writing the Funds. Copies of such material can be obtained electronically from the EDGAR database on the SEC’s website (www.sec.gov).

ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING

Only shareholders of record on the Record Date will be entitled to participate and vote at the Special Meeting on the internet by virtual means. To participate in the Special Meeting virtually, shareholders must register in advance by visiting https://viewproxy.com/HancockHorizonFunds/broadridgevsm/ and submitting the requested required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Hancock Horizon Funds’ proxy tabulator. Please plan to register prior to the Special Meeting, by September 9, 2021 at 10:00 a.m. (Eastern time). Each share of each Hancock Horizon Fund is entitled to one vote. Fractional shares are entitled to proportionate shares of one vote. The votes of shareholders of the Federated Hermes Funds are not being solicited since their approval is not required in order to effect the Reorganization.

Shareholders whose shares are registered directly with a Hancock Horizon Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Special Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration must be received before the scheduled time for commencement of the Special Meeting. Shareholders should consider registering well in advance of the scheduled time in order to avoid any potential issues in becoming registered. Once shareholders have obtained a new control number, they must visit https://viewproxy.com/HancockHorizonFunds/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Special Meeting.

After shareholders have submitted their registration information, they will receive an e-mail from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders’ registration requests have been accepted, they will receive (i) an email containing an event link to attend the Special Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at https://viewproxy.com/HancockHorizonFunds/broadridgevsm/. Only shareholders of the Hancock Horizon Funds present virtually or by proxy will be permitted to attend the virtual Special Meeting and be able to vote, or otherwise exercise the powers of a shareholder, at the Special Meeting.

Where shares are held of record by more than one person, any co-owner or co-fiduciary may execute the proxy or give authority to an agent, unless the Secretary of the Trust is notified in writing by any co-owner or co-fiduciary that the joinder of more than one is to be required. All proxies shall be filed with and verified by the Secretary or an Assistant Secretary of the Trust, or the person acting as Secretary of the Meeting. Unless otherwise specifically limited by their term, all proxies shall entitle the holders thereof to vote at any adjournment of such meeting. Any person giving a proxy has the power to revoke it at any time prior to its exercise by executing a superseding proxy or by submitting a written notice of revocation to the Secretary of the Reorganizing Funds Trust. If no instruction is given on the submitted proxy, the persons named as proxies will vote the shares represented thereby in favor of approval of the Plan.

In order to hold and take action at the Special Meeting, other than adjourning the Special Meeting, a “quorum” of shareholders of the applicable Hancock Horizon Fund must be present. The presence virtually or by proxy of shareholders of the applicable Hancock Horizon Fund holding a majority of the total number of votes eligible to be cast by all shareholders of the Hancock Horizon Fund as of the Record Date constitutes a quorum for the transaction of business at the Special Meeting. Approval of each Plan requires the affirmative vote of the holders of not less than a majority of the shares of each Hancock Horizon Fund cast, virtually or by proxy, at the Special Meeting.

Shares represented by a properly executed proxy will be voted in accordance with the instructions on the proxy, or, if no instructions are provided, the shares will be voted in FAVOR of the approval of the Reorganization. Abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as votes present at the Special Meeting but will not be treated as votes cast at such Special Meeting. Abstentions and broker “non-votes”, therefore: (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require an affirmative vote of a majority of votes cast for approval.

If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the Plans are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. Except when a quorum is not present at the Special Meeting, any such adjournment will require the affirmative vote of a majority of those shares present at the Special Meeting or represented by proxy. Abstentions and "broker non-votes" will not be counted for or against such proposal to adjourn. The persons named as proxies will vote those proxies that they are entitled to vote FOR the approval of the Plans in favor of such an adjournment, and will vote those proxies required to be voted AGAINST the approval of the Plans against such an adjournment.

SHARE OWNERSHIP OF THE FUNDS

A shareholder who owns, directly or indirectly, more than 25% of a Fund’s voting securities may be deemed a “control person” (as defined under applicable securities laws) of the Fund. A control person’s vote could have more significant effect on matters presented to shareholders for approval then the vote of other Fund shareholders.

Hancock Horizon Funds

The following shareholders owned, of record, beneficially, or both, 5% or more of a share class of the indicated Fund’s shares as of [ ], 2021.

[TO BE FILED BY AMENDMENT]

Fund Class Name of Shareholder Address of Shareholder Percent of Class
[  ] [  ] [  ] [  ] [  ]

At the close of business on the Record Date, the Hancock Horizon Funds had the following numbers of outstanding shares:

[TO BE FILED BY AMENDMENT]

Name of Fund Share Class Outstanding Shares
[  ] [  ] [  ]

[At the close of business on the Record Date, Officers and Trustees of the Hancock Horizon Funds owned less than 1% of each class of the Hancock Horizon Funds’ outstanding shares.]

In addition, certain clients of Hancock Whitney Bank have delegated proxy voting responsibility with respect to their Hancock Horizon Fund Shares to Hancock Whitney Bank pursuant to the terms of Hancock Whitney Bank’s proxy voting policies and procedures. Accordingly, Hancock Whitney Bank has the authority to vote on behalf of these clients the Hancock Horizon Fund shares held by these clients. Hancock Whitney Bank will vote any shares of the Hancock Horizon Funds over which it has voting authority consistent with its proxy voting policies and procedures.

Pursuant to its proxy voting policies and procedures, Hancock Whitney Bank has determined, after reviewing all relevant information, that there are no material conflicts of interest that arise with respect to Hancock Whitney Bank voting on the Proposal described in this Prospectus/Proxy Statement. In making this determination, Hancock Whitney Bank’s Chief Compliance Officer reviewed the applicable rules and regulations under the Investment Advisers Act of 1940 and relevant Federal Deposit Insurance Corporation and Office of the Comptroller of the Currency regulations. In addition, Hancock Whitney Bank’s Chief Compliance Officer reviewed AIC Trust’s Policy Manual, specifically the sections pertaining to proxy voting and the best interests of accounts, and Horizon Adviser’s Policy and Procedures Manual.

The table below provides a breakdown, as of the Record Date, of the outstanding shares of each Hancock Horizon Fund for which Hancock Whitney Bank possesses voting power. [TO BE FILED BY AMENDMENT]

Fund Number of Shares Percentage of Fund
[  ] [  ] [  ]

Federated Hermes Fund

The following shareholders owned, of record, beneficially, or both, 5% or more of a share class of the indicated Fund’s shares as of [ ], 2021.

[TO BE FILED BY AMENDMENT]

Fund Class Name of Shareholder Address of Shareholder Percent of Class
[  ] [  ] [  ] [  ] [  ]

At the close of business on the Record Date, the Federated Hermes Fund had the following numbers of outstanding shares:

[TO BE FILED BY AMENDMENT]

Name of Fund Share Class Outstanding Shares
[  ] [  ] [  ]

[At the close of business on the Record Date, Officers and Trustees of the Federated Hermes Fund owned less than 1% of each class of the Hancock Horizon Funds’ outstanding shares.]

INTERESTS OF CERTAIN PERSONS

The Federated Hermes Funds Adviser is a subsidiary of Federated Hermes. All of the voting securities of Federated Hermes are owned by a trust, the trustees of which are J. Christopher Donahue, Thomas R. Donahue, and Rhodora J. Donahue, their mother, for the benefit of certain members of the Donahue family.

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

The AIC Trust is not required to, and does not, hold annual meetings. Nonetheless, the Board of Trustees of the AIC Trust may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Declaration of Trust and By-Laws of the AIC Trust. Shareholders of the Hancock Horizon Funds who wish to present a proposal for action at a future meeting should submit a written proposal to the AIC Trust for inclusion in a future proxy statement. Submission of a proposal does not necessarily mean that such proposal will be included in the Hancock Horizon Funds' proxy statement since inclusion in the proxy statement is subject to compliance with certain federal regulations. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

No business other than the matter described above is expected to come before the Special Meeting, but should any other business properly come before the Special Meeting, the persons named in the enclosed proxy will vote thereon in their discretion.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD(S) AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

 

By Order of the Board of Trustees,

/s/ Michael Beattie

 

Michael Beattie

President

June 11, 2021

 

 
 

ANNEX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

Hancock Horizon [ ] Fund

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ____ day of _____________, by and among (i)[Federated Trust/Corporation], with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Surviving Fund Registrant”), on behalf of its series, [Federated Fund] (the “Surviving Fund”), (ii) The Advisors’ Inner Circle Fund II, a Massachusetts business trust, with its principal place of business at One Freedom Valley Drive, Oaks, Pennsylvania 19456 (the “Reorganizing Fund Registrant”), on behalf of [Hancock Horizon Fund] (the “Reorganizing Fund” and, collectively with the Surviving Fund, the “Funds”), and (iii) for the purposes of paragraphs 1.3, 1.9, 3.3, 3.5, 4.3, 5.10, 7.4 and 10.2 and Articles VI, IX, XI, XII, and XIII hereof only, Hancock Whitney Bank, a Mississippi state chartered bank, with its principal place of business at 2510 14th Street, 3rd Floor, Gulfport, Mississippi 39502. Other than the [Funds][Reorganizing Fund], no other series of [either the Surviving Fund Registrant or the Reorganizing Fund Registrant] [the Reorganizing Fund Registrant] are parties to this Agreement.

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all or substantially all of the assets of the Reorganizing Fund (which offers [Investor Class Shares, Class C Shares and Institutional Class Shares]) (the “Reorganizing Fund Shares”) in exchange solely for shares [(Service Shares, Class A Shares, and Institutional Shares, respectively)], no par value per share, of the Surviving Fund (“Surviving Fund Shares”); (ii) the distribution of the Surviving Fund Shares [(Service Shares, Class A Shares and Institutional Shares)] to the holders of the outstanding shares of the Reorganizing Fund ([Investor Class Shares, Class C Shares and Institutional Class Shares], respectively), and (iii) the liquidation, dissolution and termination of the Reorganizing Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).

WHEREAS, [the Surviving Fund and] the Reorganizing Fund [is a][are] separate series of the [Surviving Fund Registrant] and the Reorganizing Fund Registrant, [respectively], the Surviving Fund [Registrant] and Reorganizing Fund Registrant are open-end, registered management investment companies, and the Reorganizing Fund owns securities that generally are assets of the character in which the Surviving Fund is permitted to invest;

WHEREAS, [the Funds] [the Reorganizing Fund and Surviving Fund] are authorized to issue their shares of beneficial interests [and stock, respectively];

WHEREAS, the Trustees of the Reorganizing Fund Registrant have determined that the Reorganization, with respect to the Reorganizing Fund, is in the best interests of the Reorganizing Fund;

WHEREAS, the [Directors] [Trustees] of the Surviving Fund [Registrant] have determined that the Reorganization, with respect to the Surviving Fund, is in the best interests of the Surviving Fund;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE REORGANIZING FUND IN EXCHANGE FOR SURVIVING FUND SHARES AND LIQUIDATION AND DISSOLUTION OF THE REORGANIZING FUND

1.1       THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Reorganizing Fund agrees to transfer all or substantially all of its assets, as set forth in paragraph 1.2, to the Surviving Fund. In exchange, the Surviving Fund agrees to deliver to the Reorganizing Fund the number of full and fractional shares of each class of Surviving Fund Shares determined by multiplying (a)  the outstanding shares of each class of the Reorganizing Fund Shares by (b) the ratio computed by dividing (x) the net asset value (“NAV”) per share of such class of the Reorganizing Fund Shares computed in the manner as of the time and date set forth in paragraph 2.2 by (y) the NAV per share of the corresponding class of Surviving Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2. Holders of the Reorganizing Fund Shares will receive the corresponding class of Surviving Fund Shares in exchange for their Reorganizing Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

1.2       ASSETS TO BE ACQUIRED.

The assets of the Reorganizing Fund to be acquired by the Surviving Fund shall consist of property having a value equal to the total net assets of the Reorganizing Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivable, and other assets (except as provided in the next sentence) owned by the Reorganizing Fund as of the Closing Date. The assets to be acquired by the Surviving Fund shall not include any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Closing Date, to the extent that they do not have continuing value to the Surviving Fund, nor any Non-Acceptable Foreign Tax Reclaim Receivables (which are defined as the Foreign Tax Reclaim Receivables on the books and records of the Reorganizing Fund immediately prior to the Closing that either (i) the investment adviser to the Reorganizing Fund and the Reorganizing Fund have determined to write-off as of or prior to the Closing; or (ii) that are not Acceptable Foreign Tax Reclaim Receivables). “Foreign Tax Reclaim Receivables” shall be defined as the foreign tax reclaim receivables, as of any relevant date, identified as “reclaim receivables” on the books and records of the Reorganizing Fund.” “Acceptable Foreign Tax Reclaim Receivables” shall be defined as the Foreign Tax Reclaim Receivables on the books and records of the Reorganizing Fund as of the Closing that have been determined by Federated Hermes, Inc. and the Surviving Fund, in their sole discretion, to be eligible to be acquired by, and transferred to, such Surviving Fund. For the avoidance of doubt, the Surviving Fund shall only acquire any Acceptable Foreign Tax Reclaim Receivables.

The Reorganization is to occur on the Closing Date, which is expected to be on or after [ , 2021]. On the Closing Date, substantially all of the assets of the Reorganizing Fund (except for deferred or prepaid expenses, and amounts reserved for payment of Reorganizing Fund liabilities) will be transferred to the Surviving Fund. In exchange for the transfer of these assets, the Surviving Fund will simultaneously issue to the Reorganizing Fund a number of full and fractional [insert share classes], (as applicable) of the Surviving Fund equal in value to the aggregate NAV of the [insert share classes], respectively, of the Reorganizing Fund, as applicable, calculated as of 4:00 p.m., Eastern time, on the Closing Date.

1.3       LIABILITIES TO BE DISCHARGED AND ASSUMED. The Reorganizing Fund will discharge all of its known liabilities and known obligations prior to or as of the Closing Date. Hancock Whitney Bank agrees to assume all liabilities of the Reorganizing Fund of any nature whatsoever, whether absolute or contingent, known or unknown, accrued or unaccrued, that are not discharged (or for which provision for payment has not been made) by the Reorganizing Fund pursuant to this paragraph 1.3, to the extent that such liabilities relate to periods prior to the Confirmation of the Closing (as defined in paragraph 3.3). For the avoidance of doubt, the Surviving Fund shall not assume any liabilities or obligations of the Reorganizing Fund in connection with the Reorganization.

1.4       LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable: (a) the Reorganizing Fund will distribute in complete liquidation of the Reorganizing Fund, pro rata to its shareholders of record of each class of the Reorganizing Fund, determined as of the close of business on the Closing Date (the “Reorganizing Fund Shareholders”), all of the corresponding class of Surviving Fund Shares received by the Reorganizing Fund pursuant to paragraph 1.1; and (b) the Reorganizing Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Surviving Fund Shares credited to the account of the Reorganizing Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the name of the Reorganizing Fund Shareholders, and representing the respective pro rata number of Surviving Fund Shares due such shareholders. All issued and outstanding Reorganizing Fund Shares will simultaneously be canceled on the books of the Reorganizing Fund. The Surviving Fund shall not issue certificates representing Surviving Fund Shares in connection with such transfer. After the Closing Date, the Reorganizing Fund shall not conduct any business except in connection with (i) the settlement of any securities transactions effected before, but not settled by, the Closing Date, with such settlements to be delivered to the Surviving Fund, (ii) Acceptable Foreign Tax Reclaim Receivables, and (iii) the Reorganizing Fund’s liquidation, dissolution and termination.

1.5       OWNERSHIP OF SHARES. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent. Surviving Fund Shares will be issued simultaneously to the Reorganizing Fund, in an amount equal in value to the aggregate NAV of the Reorganizing Fund Shares computed in the manner set forth in paragraph 2.2, to be distributed to Reorganizing Fund Shareholders.

1.6       TRANSFER TAXES. Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Reorganizing Fund Shares on the books of the Reorganizing Fund as of that time, as a condition of such issuance and transfer, shall be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.

1.7       REPORTING RESPONSIBILITY. Any reporting responsibility of the Reorganizing Fund is and shall remain the responsibility of the Reorganizing Fund, except as provided in paragraph 5.10 below or as otherwise agreed to in writing by the parties.

1.8       TERMINATION. The Reorganizing Fund shall be liquidated, dissolved and terminated as soon as is conveniently practicable following the Closing Date and the making of all distributions pursuant to paragraph 1.4 and completing all of its regulatory obligations and filings.

1.9       BOOKS AND RECORDS. All books and records of the Reorganizing Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Surviving Fund from and after the Closing Date and shall be turned over to the Surviving Fund as soon as practicable following the Closing Date. Copies of the applicable books and records may be retained as required by applicable law or as necessary for the Reorganizing Fund or Hancock Whitney Bank on behalf of the Reorganizing Fund to prepare and file tax returns pursuant to paragraph 5.10 of this Agreement, provided that the Reorganizing Fund maintains them in a secure and confidential manner and does not disclose them unless required by law (which, for the avoidance of doubt, shall include the Reorganizing Fund’s obligation to file tax returns).

1.10       OTHER REORGANIZATION-SPECIFIC ITEMS.

In connection with the Reorganization, any minimum investment amounts applicable to initial investments in the Surviving Fund Shares shall be waived with respect to the Reorganizing Fund Shareholder’s initial receipt of Surviving Fund Shares as part of the Reorganization.

a)With respect to the Class A Shares of the Surviving Fund to be acquired by shareholders of the Reorganizing Fund’s Investor Class Shares [and Class D Shares], in connection with the Reorganization (“Relevant Surviving Fund Shares”), such a Reorganizing Fund Shareholder will initially acquire Relevant Surviving Fund Shares pursuant to the terms of this Agreement at NAV (without reduction for a sales charge). With respect to subsequent purchases of Relevant Surviving Fund Shares in the future, such future purchases of Relevant Surviving Fund Shares would be at NAV (without reduction for a sales charge) so long as: (1) such Reorganizing Fund Shareholder’s account opened on the books and records of the Surviving Fund as part of the Reorganization remains open and is held directly with the Surviving Fund’s Transfer Agent (and not through an intermediary) or (2) such future purchase otherwise qualifies for a sales load exception pursuant to the terms of the Surviving Fund’s prospectus (such as, for example, that the shares are purchased through a program offered by a financial intermediary that provides for the purchase of shares without imposition of a sales charge and where the financial intermediary has agreed not to receive a dealer reallowance on purchases under the program).
b)Any privileges granted to any Reorganizing Fund Shareholder in connection with the Reorganization shall apply only with respect to the account of such Reorganizing Fund Shareholder opened on the books and records of the Surviving Fund as part of the Reorganization. Any such privilege shall not apply with respect to any existing account with the Surviving Fund or any other fund within the family of funds sponsored by Federated Hermes, Inc. and its subsidiaries (“Federated Hermes Family of Funds”) or, except in connection with the Reorganization, any other account opened by or on behalf of any Reorganizing Fund Shareholder with the Surviving Fund or any other fund within the Federated Hermes Family of Funds.

ARTICLE II

VALUATION

2.1       VALUATION OF ASSETS. The value of the Reorganizing Fund’s assets to be acquired by the Surviving Fund hereunder shall be the value of such assets computed as of the closing on the Closing Date, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Surviving Fund[‘s] [Registrant’s] [Articles of Incorporation] [Declaration of Trust] and the Surviving Fund’s then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties (and approved by the respective Boards of Directors/Trustees (“Board”) of the [Surviving Fund] [Surviving Fund Registrant] and Reorganizing Fund Registrant).

2.2       VALUATION OF SHARES. The NAV per share of each class of Reorganizing Fund Shares and Surviving Fund Shares shall be the NAV per share of such class of Reorganizing Fund Shares and Surviving Fund Shares, respectively, computed as of the closing on the Closing Date, using the valuation procedures set forth in the Surviving Fund[‘s] [Registrant’s] [Articles of Incorporation] [Declaration of Trust] and the Surviving Fund’s then current prospectus and statement of additional information, or such other valuation procedures as shall be mutually agreed upon by the parties (and approved by their respective Boards).

2.3       SHARES TO BE ISSUED. The number of shares of each class of Surviving Fund Shares to be issued (including fractional shares, if any) in exchange for the Reorganizing Fund’s assets to be acquired by the Surviving Fund pursuant to this Agreement shall be determined in accordance with paragraph 1.1.

2.4       DETERMINATION OF VALUE. All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Surviving Fund and the Reorganizing Fund. The Reorganizing Fund Registrant and the Surviving Fund [Surviving Fund Registrant] agree to use commercially reasonable efforts to cause their respective administrators and investment advisers to work together to resolve before the Closing Date any material differences identified between the valuations of the portfolio assets of the Reorganizing Fund determined using the Surviving Fund’s valuation procedures as compared to the valuations of the same portfolio assets determined using the Reorganizing Fund’s valuation procedures.

ARTICLE III

CLOSING AND CLOSING DATE

3.1       CLOSING DATE. The closing shall occur on or about [ , 2021], or such other date(s) as the parties may agree to in writing (the “Closing Date”). All acts taking place at the closing shall be deemed to take place simultaneously at 4:00 p.m. Eastern Time on the Closing Date unless otherwise provided herein. The closing shall be held at the offices of Federated Hermes, Inc. (“Federated Hermes”), 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779, or at such other time and/or place as the parties may agree. The closing may be held in person, by facsimile, email or such other communication means as the parties may agree.

3.2       TRANSFER OF ASSETS. As of the Closing Date, the Reorganizing Fund shall deliver or cause to be delivered the portfolio assets of the Reorganizing Fund to the Surviving Fund’s custodian (the “Surviving Fund Custodian”) for the account of the Surviving Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio assets held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act, and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Name of Custodian], for the benefit of the [Name of Surviving Fund].” If the Reorganizing Fund is unable to make such delivery as of the Closing Date in the manner contemplated by this paragraph for the reason that any of such securities or other assets purchased prior to the Closing Date have not yet been delivered to the Reorganizing Fund or its broker, then the Surviving Fund will waive the delivery requirements of this paragraph with respect to said undelivered securities or other assets if the Reorganizing Fund has, by or on the Closing Date, delivered to the Surviving Fund or the Surviving Fund Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Surviving Fund or the Surviving Fund Custodian, such as brokers’ confirmation slips. The transfer of the portfolio assets of the Reorganizing Fund to the Surviving Fund shall take place beginning from and after the closing over the weekend immediately following the Closing Date, and shall be deemed to have been completed as of the closing upon receipt of the certificates contemplated in paragraph 3.3 below.

3.3       CUSTODIANS’ CERTIFICATES. Hancock Whitney Bank, as custodian for the Reorganizing Fund (the “Reorganizing Fund Custodian”), shall deliver to the Surviving Fund and the Reorganizing Fund as of the closing a certificate of an authorized officer of the Reorganizing Fund Custodian stating that: (a) the Reorganizing Fund’s portfolio securities, cash, and any other assets have been delivered in proper form to the Surviving Fund as of the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Reorganizing Fund. The Surviving Fund Custodian shall deliver to the Reorganizing Fund and the Surviving Fund as of the closing a certificate of an authorized officer of the Surviving Fund Custodian stating that the Reorganizing Fund’s portfolio securities, cash, and any other assets have been received in proper form by the Surviving Fund as of the Closing Date (“Confirmation of the Closing”), subject to such portfolio securities, cash, and any other assets being received in proper form.

3.4       EFFECT OF SUSPENSION IN TRADING. In the event that on the scheduled Closing Date, either: (a) the New York Stock Exchange (“NYSE”) or another primary exchange on which the portfolio securities of the Surviving Fund or the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Surviving Fund or the Reorganizing Fund is impracticable, the Closing Date shall be postponed until the first Friday that is a business day after the day when trading is fully resumed and reporting is restored that is mutually acceptable to the parties.

3.5       TRANSFER AGENT’S CERTIFICATE. Hancock Whitney Bank, as transfer agent for the Reorganizing Fund as of the Closing Date, shall deliver at the closing a certificate of an authorized officer stating that its records contain the names and addresses of Reorganizing Fund Shareholders, and the number and percentage ownership of each class of outstanding Reorganizing Fund Shares owned by each such shareholder immediately prior to the closing. The Surviving Fund shall issue and deliver, or cause, State Street Bank and Trust Company (and/or its service agent, SS&C Asset Manager Solutions), its transfer agent, to issue and deliver, a confirmation evidencing Surviving Fund Shares to be credited on the Closing Date to the Secretary of the Reorganizing Fund Registrant or provide evidence satisfactory to the Reorganizing Fund that the Surviving Fund Shares have been credited to the Reorganizing Fund’s account on the books of the Surviving Fund. At the closing, each party shall deliver to the other such bills of sale, checks, assignments, treasurer, chief financial officer, president/vice president, secretary or other officer certificates, custodian and transfer agent instructions and certificates, tax opinions, receipts and other instruments or documents, if any, as such other party or its counsel, may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1       REPRESENTATIONS OF THE REORGANIZING FUND. The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, represents and warrants to the Surviving Fund [Registrant, on behalf of the Surviving Fund], as follows:

a)The Reorganizing Fund is a legally designated, separate series of a voluntary association (commonly known as a “business trust”) duly organized and validly existing, and in good standing, under the laws of the Commonwealth of Massachusetts.
b)The Reorganizing Fund Registrant is registered as an open-end management investment company under the 1940 Act, the Reorganizing Fund Registrant’s registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect, and the Reorganizing Fund Shares are registered under the Securities Act of 1933, as amended (“1933 Act”), and such registration has not been revoked or rescinded and is in full force and effect.
c)The current prospectus and statement of additional information of the Reorganizing Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading.
d)The Reorganizing Fund is not in violation of, and assuming shareholder approval of the Reorganization is obtained, the execution, delivery, and performance of this Agreement will not result in the violation of, any provision of the Reorganizing Fund Registrant’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Reorganizing Fund is a party or by which the Reorganizing Fund is bound.
e)The Reorganizing Fund has no material contracts or other commitments (other than this Agreement) that, to the Reorganizing Fund’s knowledge, will be terminated with liability to it before the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof.
f)Except as otherwise disclosed in writing to the Surviving Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Reorganizing Fund or any of its properties or assets. The Reorganizing Fund, without any special investigation or inquiry, knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.
g)The audited financial statements of the Reorganizing Fund as of December 31, 2020 and for the fiscal year then ended (the “Reorganizing Fund Financial Statements”) will be, and by the Closing Date will have been, prepared in accordance with generally accepted accounting principles, and such statements, including a list of all of the Reorganizing Fund’s assets as of the date of such statements, (copies of which have been furnished to the Surviving Fund) will fairly reflect in all material respects the financial condition of the Reorganizing Fund as of such date, and there will be no known contingent liabilities of the Reorganizing Fund as of such date that are not disclosed in such statements. The Reorganizing Fund has provided the Surviving Fund with the Reorganizing Fund Financial Statements, which contain a list of all of the Reorganizing Fund’s assets as of the date of such statements. The Reorganizing Fund hereby represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
h)Since the date of the financial statements referred to in sub-paragraph (g) above, there have been no material adverse changes in the Reorganizing Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Reorganizing Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to the Surviving Fund. For the purposes of this sub-paragraph (h), a decline in the NAV of the Reorganizing Fund shall not constitute a material adverse change.
i)As of the date hereof, except as previously disclosed to the Surviving Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Reorganizing Fund’s knowledge, there have been no material miscalculations of the NAV of the Reorganizing Fund or the NAV per share of any class or classes of Reorganizing Fund Shares during the twelve-month period preceding the date hereof and preceding the Closing Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
j)The minute books and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement contain a true and complete record of all material action taken at all meetings and by all written consents in lieu of meetings of the Reorganizing Fund Shareholders, the Reorganizing Fund’s Board and committees of the Reorganizing Fund’s Board. The stock transfer ledgers and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement, and as existing on the Closing Date, accurately reflect all material record transfers prior to the execution of this Agreement, or the Closing Date, as applicable, in the Reorganizing Fund Shares.
k)The Reorganizing Fund has maintained, or caused to be maintained on its behalf, all books and records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder in all material respects.
l)All federal and other tax returns and reports of the Reorganizing Fund required by law to be filed (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects, and all federal and other taxes (whether or not shown as due on such returns and reports) have been paid, or provision shall have been made for the payment thereof. To the best of the Reorganizing Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted or proposed with respect to such returns.
m)All issued and outstanding Reorganizing Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable (except as described in the registration statement on Form N-1A of the Reorganizing Fund) by the Reorganizing Fund. All of the issued and outstanding Reorganizing Fund Shares will, at the time of the closing, be held by the persons and in the amounts set forth in the records of the Reorganizing Fund’s transfer agent as provided in paragraph 3.5. The Reorganizing Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any of the Reorganizing Fund Shares, and has no outstanding securities convertible into any of the Reorganizing Fund Shares.
n)At the closing, the Reorganizing Fund will have good and marketable title to the Reorganizing Fund’s assets to be transferred to the Surviving Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances to which the Surviving Fund has received notice, and, upon delivery and payment for such assets, and the filing of any articles, certificates or other documents under the laws of the Commonwealth of Massachusetts, the Surviving Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such assets, other than such restrictions as might arise under the 1933 Act, and other than as disclosed to the Surviving Fund.
o)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Reorganizing Fund other than shareholder approval as required by paragraph 5.8 hereof. Subject to such shareholder approval and due authorization, execution and delivery of this Agreement by the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of the Reorganizing Fund, enforceable in accordance with its terms against the Reorganizing Fund, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.
p)Any information furnished by the Reorganizing Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents in connection with the transactions contemplated herein is accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.
q)From the effective date of the Registration Statement (as defined in paragraph 5.6), through the time of the meeting of the Reorganizing Fund Shareholders and on the Closing Date, any written information furnished by the Reorganizing Fund Registrant with respect to the Reorganizing Fund for use in the Proxy Materials (as defined in paragraph 5.6), or any other materials provided in connection with the Reorganization, including specific written responses to due diligence questions provided in connection with the Surviving Fund’s Board meeting to approve this Agreement, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.
r)The Reorganizing Fund has qualified, elected and been eligible to be treated as a “regulated investment company” under Sections 851 and 852 of the Code (a “RIC”), in respect of each taxable year since its commencement of operations; and qualifies and is treated and will continue to qualify and be treated as a RIC under Sections 851 and 852 of the Code for its taxable year ending upon the Closing Date. The Reorganizing Fund qualified for automatic approval for a change in tax year end in accordance with the Code and the Treasury Regulations promulgated thereunder with respect to the Reorganizing Fund’s change in tax year end from April 30 to December 31, approved by the Reorganizing Fund’s Board on August 18, 2020. All forms or reports required by law to be filed to effectuate such a change in tax year end have been or will be timely filed and are or will be complete and correct in all material respects. Consummation of the transactions contemplated by this Agreement will not cause the Reorganizing Fund to fail to be qualified as a RIC as of the Closing Date.
s)No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act or Massachusetts law for the execution of this Agreement by the Reorganizing Fund Registrant, for itself and on behalf of the Reorganizing Fund, or the performance of the Agreement by the Reorganizing Fund Registrant, for itself and on behalf of the Reorganizing Fund, except, in each case, for (i) the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Massachusetts law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the Reorganizing Fund Shareholders as described in paragraph 5.8.
t)The Reorganizing Fund, and the Reorganizing Fund Registrant with respect to the Reorganizing Fund, has been and is in compliance in all material respects with the investment policies and restrictions set forth in its registration statement currently in effect. The value of the net assets of the Reorganizing Fund has been and is being determined using portfolio valuation methods that comply in all material respects with the methods described in its registration statement and the requirements of the 1940 Act. There are no legal or governmental actions, investigations, inquiries, or proceedings pending or, to the knowledge of the Reorganizing Fund, threatened against the Reorganizing Fund, or the Reorganizing Fund Registrant with respect to the Reorganizing Fund, that would question the right, power or capacity of (a) the Reorganizing Fund to conduct its business as conducted now or at any time in the past, or (b) the Reorganizing Fund Registrant’s ability to enter into this Agreement on behalf of the Reorganizing Fund or the Reorganizing Fund’s ability to consummate the transactions contemplated by this Agreement.
u)The Reorganizing Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

4.2       REPRESENTATIONS OF THE SURVIVING FUND. The Surviving Fund [Registrant, on behalf of the Surviving Fund], represents and warrants to the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, as follows:

a)The Surviving Fund is a [legally designated, separate series of a corporation] [voluntary association (commonly known as a “business trust”)] duly organized and validly existing, and in good standing under the laws of the [State of Maryland] [Commonwealth of Massachusetts].
b)The Surviving [Fund] [Fund Registrant] is registered as an open-end management investment company under the 1940 Act, the Surviving [Fund’s] [Fund Registrant’s] registration with the Commission as an investment company under the 1940 Act is in full force and effect, and the Surviving Fund Shares are registered under the 1933 Act and such registration has not been revoked or rescinded and is in full force and effect.
c)The current prospectus and statement of additional information of the Surviving Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading.
d)The Surviving Fund is not in violation of, and the execution, delivery and performance of this Agreement will not, result in a violation of, any provision of the [Surviving Fund] [Surviving Fund Registrant’s] [Articles of Incorporation] [Declaration of Trust] or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Surviving Fund is a party or by which it is bound.
e)Except as otherwise disclosed in writing to the Reorganizing Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Surviving Fund or any of its properties or assets. The Surviving Fund, without any special investigation or inquiry, knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein.
f)The audited financial statements of the Surviving Fund as of [XX] and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, and such statements, including a list of all of the Surviving Fund’s assets as of the date of such statements, (copies of which have been furnished to the Reorganizing Fund) fairly reflect in all material respects the financial condition of the Surviving Fund as of such date, and there are no known contingent liabilities of the Surviving Fund as of such date that are not disclosed in such statements.
g)The unaudited financial statements of the Surviving Fund as of [XX], and for the six months then ended have been prepared in accordance with generally accepted accounting principles, and such statements, including a list of all of the Surviving Fund’s assets as of the date of such statements, (copies of which have been furnished to the Reorganizing Fund) fairly reflect in all material respects the financial condition of the Surviving Fund as of such date, and there are no known contingent liabilities of the Surviving Fund as of such date that are not disclosed in such statements.
h)Since the date of the financial statements referred to in sub-paragraph ([f/g]) above, there have been no material adverse changes in the Surviving Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Surviving Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to the Reorganizing Fund. For the purposes of this sub-paragraph (h), a decline in the NAV of the Surviving Fund shall not constitute a material adverse change.
i)All federal and other tax returns and reports of the Surviving Fund required by law to be filed (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects, and all federal and other taxes (whether or not shown as due on such returns and reports) have been paid, or provision shall have been made for the payment thereof. To the best of the Surviving Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns.
j)All issued and outstanding Surviving Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Surviving Fund (except as described in the registration statement on Form N-1A of the Surviving Fund). The Surviving Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Surviving Fund Shares, and there are no outstanding securities convertible into any Surviving Fund Shares.
k)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Surviving Fund. Subject to the due authorization, execution and delivery of this Agreement by the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of the Surviving Fund, enforceable in accordance with its terms against the Surviving Fund, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.
l)Surviving Fund Shares to be issued and delivered to the Reorganizing Fund for the account of the Reorganizing Fund Shareholders pursuant to the terms of this Agreement will, as of the closing, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Surviving Fund Shares, and will be fully paid and non-assessable.
m)Any information furnished by the Surviving Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents in connection with the transactions contemplated herein is accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.
n)From the effective date of the Registration Statement (as defined in paragraph 5.6), through the time of the meeting of the Reorganizing Fund Shareholders and on the Closing Date, any written information furnished by the [Surviving Fund] [Surviving Fund Registrant] with respect to the Surviving Fund for use in the Proxy Materials (as defined in paragraph 5.6), or any other materials provided in connection with the Reorganization, including specific written responses to due diligence questions provided in connection with the Reorganizing Fund’s Board meeting to approve this Agreement, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.
o)The Surviving Fund has qualified, elected and been eligible to be treated as a RIC under Sections 851 and 852 of the Code, in respect of each taxable year since its commencement of operations; and qualifies and is treated and will continue to qualify and be treated as a RIC under Sections 851 and 852 of the Code for its current taxable year. Consummation of the transactions contemplated by this Agreement will not cause the Surviving Fund to fail to be qualified as a RIC as of the Closing Date.
p)No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or [Maryland] [Massachusetts] law for the execution of this Agreement by the [Surviving Fund] [Surviving Fund Registrant], for itself and on behalf of the Surviving Fund, or the performance of the Agreement by the [Surviving Fund] [Surviving Fund Registrant], for itself and on behalf of the Surviving Fund, except, in each case, for (i) the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under [Maryland] [Massachusetts] law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date.
q)The Surviving Fund, [and the Surviving Fund Registrant with respect to the Surviving Fund], has been and is in compliance in all material respects with the investment policies and restrictions set forth in its registration statement currently in effect. The value of the net assets of the Surviving Fund has been and is being determined using portfolio valuation methods that comply in all material respects with the methods described in its registration statement and the requirements of the 1940 Act. There are no legal or governmental actions, investigations, inquiries, or proceedings pending or, to the knowledge of the Surviving Fund, threatened against the Surviving Fund, [or the Surviving Fund Registrant with respect to the Surviving Fund], that would question the right, power or capacity of (a) the Surviving Fund to conduct its business as conducted now or at any time in the past, or [(b) the Surviving Fund’s ability to consummate the transactions contemplated by this Agreement.] [(b) the Surviving Fund Registrant’s ability to enter into this Agreement on behalf of the Surviving Fund or the Surviving Fund’s ability to consummate the transactions contemplated by this Agreement.]
r)The Surviving Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
s)The Surviving Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
t)As of the date hereof, except as previously disclosed to the Reorganizing Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Surviving Fund’s knowledge, there have been no material miscalculations of the NAV of the Surviving Fund or the NAV per share of any class or classes of Surviving Fund Shares during the twelve-month period preceding the date hereof and preceding the Closing Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
u)The minute books and other similar records of the Surviving Fund as made available to the Reorganizing Fund prior to the execution of this Agreement contain a true and complete record of all material actions taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Surviving Fund, the Surviving Fund’s Board and committees of the Surviving Fund’s Board. The stock transfer ledgers and other similar records of the Surviving Fund as made available to the Reorganizing Fund prior to the execution of this Agreement, and as existing on the Closing Date, accurately reflect all material record transfers prior to the execution of this Agreement, or the Closing Date, as applicable, in the Surviving Fund Shares.
v)The Surviving Fund has maintained, or caused to be maintained on its behalf, all books and records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder in all material respects.

4.3       REPRESENTATIONS OF HANCOCK WHITNEY BANK. Hancock Whitney Bank represents and warrants to the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, and Surviving Fund [Registrant, on behalf of the Surviving Fund,] as follows:

a)Hancock Whitney Bank is a Mississippi state chartered bank duly formed, validly existing and in good standing under the laws of the State of Mississippi and has power to own all of its properties and assets and to carry out its obligations under this Agreement.
b)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Hancock Whitney Bank. Subject to the due authorization, execution and delivery of this Agreement by the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of Hancock Whitney Bank, enforceable in accordance with its terms against Hancock Whitney Bank, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.
c)From the effective date of the Registration Statement (as defined in paragraph 5.6), through the time of the meeting of the Reorganizing Fund Shareholders and on the Closing Date, any written information furnished by Hancock Whitney Bank with respect to Hancock Whitney Bank for use in the Proxy Materials (as defined in paragraph 5.6), or any other materials provided in connection with the Reorganization, including specific written responses to due diligence questions provided in connection with the Reorganizing Fund’s or Surviving Fund’s Board meetings to approve this Agreement, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

ARTICLE V

COVENANTS OF THE SURVIVING FUND AND THE REORGANIZING FUND

5.1       OPERATION IN ORDINARY COURSE. The Surviving Fund and the Reorganizing Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include portfolio turnover, changes to the portfolio necessary to transition the portfolio to the Surviving Fund, customary dividends, other dividends and distributions to shareholders contemplated herein, and shareholder purchases and redemptions.

5.2       INVESTMENT REPRESENTATION. The Reorganizing Fund covenants that the Surviving Fund Shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Agreement.

5.3       ADDITIONAL INFORMATION. The Reorganizing Fund will provide reasonable assistance to the Surviving Fund in obtaining such information as the Surviving Fund reasonably requests concerning the beneficial ownership of the Reorganizing Fund Shares.

5.4       FURTHER ACTION. Subject to the provisions of this Agreement, the Surviving Fund and the Reorganizing Fund will each take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

5.5       STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the Closing Date, the Reorganizing Fund shall furnish the Surviving Fund, in such form as reasonably, mutually acceptable to the Surviving Fund and the Reorganizing Fund, a statement of the earnings and profits of the Reorganizing Fund for federal income tax purposes that will be carried over by the Surviving Fund as a result of Section 381 of the Code, and which will be certified by the Reorganizing Fund Registrant’s Treasurer.

5.6       PREPARATION OF REGISTRATION STATEMENT AND SCHEDULE 14A PROXY STATEMENT. The [Surviving Fund] [Surviving Fund Registrant] will prepare and file with the Commission a registration statement on Form N-14 relating to the Surviving Fund Shares to be issued to Reorganizing Fund Shareholders (the “Registration Statement”). The Registration Statement on Form N-14 shall include a proxy statement and a prospectus and a statement of additional information of the Surviving Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the registration statement on Form N-14 and any additional proxy and/or solicitation materials (the “Proxy Materials”), for inclusion therein, in connection with the meeting of the Reorganizing Fund Shareholders to consider the approval of this Agreement and the transactions contemplated herein.

5.7       PRE-CLOSING DIVIDEND. On or before the Closing Date, the Reorganizing Fund shall have declared and paid to its shareholders of record a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing all of the Reorganizing Fund’s investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code, if any, for all taxable periods or years ending on or before the Closing Date, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable periods or years ending on or before the Closing Date.

5.8       APPROVAL BY SHAREHOLDERS. The Reorganizing Fund Registrant will call a special meeting of the Reorganizing Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.9       VALUATION MATTERS. The Reorganizing Fund Registrant and the [Surviving Fund] [Surviving Fund Registrant] will coordinate with their respective administrators and investment advisers to provide valuation checks to determine whether the use of the Surviving Fund’s valuation procedures, as provided in paragraph 2.1 of this Agreement, will result in material differences in the prices of the portfolio securities of the Reorganizing Fund as compared to the prices of the same portfolio securities determined using the Reorganizing Fund’s valuation procedures, such valuation check to be conducted no later than one month prior to the Closing Date and again within one week of the Closing Date on mutually agreeable dates. In the event that such valuation check reveals material pricing differences, the Reorganizing Fund Registrant and the [Surviving Fund] [Surviving Fund Registrant] will use commercially reasonable efforts to cause their administrators and investment advisers to work together, in good faith, to eliminate such material differences prior to the closing. The [Surviving Fund] [Surviving Fund Registrant] and Reorganizing Fund Registrant each covenants that it will not make any material changes to the Surviving Fund’s or Reorganizing Fund’s (as applicable) valuation procedures prior to the Closing Date without providing the Reorganizing Fund Registrant or the Surviving Fund Registrant (as applicable) with written notice of such changes at least ten days prior to the effective date of such changes.

5.10       TAX FILINGS. The Reorganizing Fund (or Hancock Whitney Bank on behalf of the Reorganizing Fund) shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Reorganizing Fund with respect to taxable years ending on or prior to the Closing Date and further shall cause such tax returns to be duly filed with the appropriate taxing authorities.

5.11        TREATMENT AS REORGANIZATION. The Reorganizing Fund and the Surviving Fund agree to treat the Reorganization as a “reorganization” under Section 368(a) of the Code and will file all tax returns consistent with such treatment. Neither the Reorganizing Fund nor the Surviving Fund will take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a “reorganization” under Section 368(a)(1) of the Code, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE REORGANIZING FUND

The obligations of the Reorganizing Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Surviving Fund of all the obligations to be performed by the Surviving Fund pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions:

6.1       All representations, covenants, and warranties of the Surviving Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. The Surviving Fund shall have delivered to the Reorganizing Fund a certificate executed in the Surviving Fund’s name by the [Surviving Fund’s] [Surviving Fund Registrant’s] President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Reorganizing Fund and dated as of the Closing Date, to such effect and as to such other matters as the Reorganizing Fund shall reasonably request.

6.2       The [Surviving Fund] [Surviving Fund Registrant] has not made any material changes to the Surviving Fund’s valuation procedures between the date of this Agreement and the Closing Date, except as provided in paragraph 5.9 herein.

6.3       Hancock Whitney Bank shall have executed and delivered to the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, an Assumption of Liabilities dated the Closing Date pursuant to which Hancock Whitney Bank will assume the liabilities of the Reorganizing Fund as provided in paragraph 1.3 hereof in connection with the transactions contemplated by this Agreement, to the extent such liabilities relate to periods prior to the confirmation of the closing.

6.4       The Reorganizing Fund shall have received a favorable opinion of K&L Gates LLP, counsel to the [Surviving Fund] [Surviving Fund Registrant], dated the Closing Date, with such assumptions and limitations as shall be in the opinion of such firm appropriate to render the opinions expressed therein, and in a form reasonably satisfactory to the Reorganizing Fund, to the following effect:

a)This Agreement has been duly authorized, executed and delivered by the Surviving Fund [Registrant, on behalf of the Surviving Fund,] and assuming the due authorization, execution and delivery of this Agreement by the other parties to this Agreement, is the valid and binding obligation of the Surviving Fund [Registrant and the Surviving Fund] enforceable against the Surviving Fund [Registrant and the Surviving Fund] in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles.
b)The execution and delivery of this Agreement by the Surviving Fund [Registrant on behalf of the Surviving Fund] did not, and the performance by the Surviving Fund [Registrant and the Surviving Fund] of [its/their] obligations hereunder will not, violate the [Surviving Fund’s] [Surviving Fund Registrant’s] [organizing documents] or Bylaws currently in effect.
c)The Surviving Fund Shares to be issued for transfer to the Reorganizing Fund’s shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and, assuming receipt by the Surviving Fund of the consideration contemplated hereby, fully paid and nonassessable shares in the Surviving Fund, and no shareholder of the Surviving Fund has any preemptive right of subscription or purchase in respect thereof.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions:

7.1       Any comments from the Commission’s staff on or in connection with the preliminary or final Registration Statement filed with the Commission shall have been resolved to the reasonable satisfaction of the Surviving Fund and its investment adviser, [Federated Investment Management Company] [MDTA LLC], and such Registration Statement shall have been declared effective and delivered to the shareholders of the Reorganizing Fund as of the record date set forth therein.

7.2       All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request.

7.3       The Reorganizing Fund Registrant has not made any material changes to the Reorganizing Fund’s valuation procedures between the date of this Agreement and the Closing Date, except as provided in paragraph 5.9 herein.

7.4       Hancock Whitney Bank shall have executed and delivered to the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, an Assumption of Liabilities dated the Closing Date pursuant to which Hancock Whitney Bank will assume the liabilities of the Reorganizing Fund as provided in paragraph 1.3 hereof in connection with the transactions contemplated by this Agreement, to the extent such liabilities relate to periods prior to the Confirmation of the Closing.

7.5       The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
SURVIVING FUND AND REORGANIZING FUND

If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Reorganizing Fund or the Surviving Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1       All necessary Board approvals of this Agreement and the transactions contemplated herein shall have been obtained by the Funds in accordance with applicable law and the governing documents of the Reorganizing Fund and Surviving Fund. This Agreement and the transactions contemplated herein, with respect to the Reorganizing Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Reorganizing Fund in accordance with applicable law and the provisions of the Reorganizing Fund Registrant’s Agreement and Declaration of Trust, as amended, and By-Laws. The Reorganizing Fund Registrant shall have delivered to the Surviving Fund reasonable evidence of such approval. Notwithstanding anything herein to the contrary, neither the Surviving Fund nor the Reorganizing Fund may waive the conditions set forth in this paragraph 8.1.

8.2       On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be pending or, to the knowledge of the Reorganizing Fund or the Surviving Fund, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.3       All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of State securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Surviving Fund or the Reorganizing Fund, provided that either party hereto may waive any such conditions for itself.

8.4       The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. The Registration Statement and Proxy Materials shall have been mailed to the Reorganizing Fund Shareholders consistent with applicable law. To the best knowledge of the parties to this Agreement, no investigation or proceeding relating to the Registration Statement shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5       Any material differences between the prices of the portfolio assets of the Reorganizing Fund determined using the Surviving Fund’s valuation procedures as compared to the prices of the same portfolio assets determined using the Reorganizing Fund’s valuation procedures identified pursuant to paragraph 2.4 of this Agreement shall have been resolved to the reasonable satisfaction of the parties.

8.6        The Surviving Fund Shares to be delivered to the Reorganizing Fund in accordance with paragraph 1.1 hereof shall be eligible for sale by the Surviving Fund Registrant with the securities commission or agency of each state or other jurisdiction of the United States with which such eligibility is required in order to permit the Surviving Fund Shares lawfully to be delivered to the Reorganizing Fund Shareholders.

8.7       The parties shall have received an opinion of K&L Gates LLP substantially to the effect that for federal income tax purposes:

a)The transfer of all or substantially all of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares (followed by the distribution of Surviving Fund Shares to the Reorganizing Fund Shareholders in dissolution, liquidation and termination of the Reorganizing Fund) will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Surviving Fund and the Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.
b)No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Reorganizing Fund solely in exchange for Surviving Fund Shares.
c)No gain or loss will be recognized by the Reorganizing Fund upon the transfer of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares or upon the distribution (whether actual or constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in exchange for their Reorganizing Fund Shares.
d)No gain or loss will be recognized by any Reorganizing Fund Shareholder upon the exchange of its Reorganizing Fund Shares for Surviving Fund Shares (including fractional shares to which they may be entitled).
e)The aggregate tax basis of the Surviving Fund Shares received by each Reorganizing Fund Shareholder pursuant to the Reorganization (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Reorganizing Fund Shares held by such Reorganizing Fund Shareholder immediately prior to the Reorganization. The holding period of Surviving Fund Shares received by each Reorganizing Fund Shareholder (including fractional shares to which they may be entitled) will include the period during which the Reorganizing Fund Shares exchanged therefor were held by such shareholder, provided the Reorganizing Fund Shares are held as capital assets at the time of the Reorganization.
f)The tax basis of the Reorganizing Fund’s assets acquired by the Surviving Fund will be the same as the tax basis of such assets to the Reorganizing Fund immediately prior to the Reorganization. The holding period of the assets of the Reorganizing Fund in the hands of the Surviving Fund will include the period during which those assets were held by the Reorganizing Fund.
g)The Surviving Fund will succeed to and take into account the items of the Reorganizing Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder.

Such opinion shall be based on customary assumptions and shall be conditioned on (1) such representations as K&L Gates LLP may reasonably request (and the Reorganizing Fund and Surviving Fund will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments hereof that K&L Gates LLP has not approved). The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on the Surviving Fund, the Reorganizing Fund or any Reorganizing Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. Notwithstanding anything herein to the contrary, neither the Surviving Fund nor the Reorganizing Fund may waive the conditions set forth in this paragraph 8.7.

ARTICLE IX

EXPENSES

The Reorganizing Fund and the Surviving Fund will not bear any expenses associated with their participation in the Reorganization, except as contemplated in this Article IX. [Federated Investment Management Company] [MDTA LLC] or its affiliates and/or Hancock Whitney Bank or its affiliates, will bear certain expenses associated with Reorganizing Fund’s and Surviving Fund’s participation in the Reorganization as agreed to between them. Such reorganization expenses include: (a) expenses associated with the preparation and filing of the Proxy Materials; (b) postage, printing and legal and accounting fees incurred in connection with the preparation of the Proxy Materials; (c) printing; (d) legal and accounting fees incurred in connection with the preparation of the Proxy Materials; (e) other accounting fees arising due to accounting work performed in connection with, or as a result of, the Reorganization that would not otherwise have been performed; (f) solicitation and tabulation costs of the transaction; and (g) other related administrative or operational costs. For the avoidance of doubt, accounting fees that are related to the claiming, resolution or documentation of foreign tax reclaims or related Foreign Tax Reclaim Receivables are not “accounting fees arising due to accounting work performed in connection with, or as a result of, the Reorganization that would not otherwise have been performed.” The Surviving Fund shall bear expenses associated with the qualification of Surviving Fund Shares for sale in the various states. In addition, to the extent that any transition of portfolio securities is required in connection with the Reorganization, the Funds may incur transaction expenses associated with the sale and purchase of portfolio securities. The Funds shall be responsible for their respective transaction expenses associated with the sale and purchase of portfolio securities. Notwithstanding the foregoing, the party directly incurring any costs and expenses will bear such costs and expenses if and to the extent that payment by another party would result in Reorganizing Fund or Surviving Fund failing to qualify and be eligible for treatment as a RIC under Sections 851 and 852 of the Code or would prevent the Reorganization from qualifying as a “reorganization” under Section 368(a) of the Code.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1       Except with respect to the Non-Disclosure Agreement among the Reorganizing Fund Registrant, Federated Hermes, Inc. and the Surviving Fund Registrant dated March 5, 2021, the [Surviving Fund] [Surviving Fund Registrant, on behalf of the Surviving Fund], and the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, agree that neither party has made to the other party (and each party hereby disclaims the existence and veracity of) any representation, warranty, covenant, statement and/or understanding (including, without limitation, regarding assets, economics, compliance or other matters) not set forth herein, and that this Agreement constitutes the entire agreement between the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, and the [Surviving Fund] [Surviving Fund Registrant, on behalf of the Surviving Fund] (for purposes of this paragraph 10.1, the “Parties”), and supersedes any prior representation, warranty, covenant, statement and/or understanding between the Parties with respect to the Reorganization.

10.2       Except as specified in the next sentence set forth in this paragraph 10.2, as between the parties to this Agreement, the representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement, shall not survive the consummation of the transactions contemplated hereunder. The representations in paragraphs 4.1(q), 4.2(n) and 4.3(c) and the covenants to be performed after the Closing Date shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XI

TERMINATION

This Agreement may be terminated by the mutual agreement of the [Surviving Fund] [Surviving Fund Registrant] and the Reorganizing Fund Registrant. In addition, either the [Surviving Fund] [Surviving Fund Registrant] or the Reorganizing Fund Registrant may at its option terminate this Agreement at or before the Closing Date due to:

a)a breach by the other of any representation, warranty, or agreement contained herein to be performed at or before the Closing Date, if not cured within 30 days or, if earlier, by the Closing Date;
b)a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or
c)a determination by a party’s Board, as appropriate, that the consummation of the transactions contemplated herein is not in the best interest of the Reorganizing Fund Registrant or the [Surviving Fund] [Surviving Fund Registrant], respectively, and notice given to the other party hereto.

In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of any of the Surviving Fund, the Surviving Fund Registrant, the Reorganizing Fund, the Reorganizing Fund Registrant, their respective [Directors/]Trustees or their respective officers or Hancock Whitney Bank, its affiliates, trustees or officers.

ARTICLE XII

AMENDMENTS

This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, the [Surviving Fund] [Surviving Fund Registrant], on behalf of the Surviving Fund], and as specifically authorized by their respective Boards, and the officers of Hancock Whitney Bank; provided, however, that following the meeting of the Reorganizing Fund Shareholders called by the Reorganizing Fund pursuant to paragraph 5.8 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Surviving Fund Shares to be issued to the Reorganizing Fund Shareholders under this Agreement to the detriment of such Reorganizing Fund Shareholders without their further approval.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY

13.1       The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.2       This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. A facsimile or electronic (e.g., PDF) signature of an authorized officer of a party hereto on this Agreement and/or any transfer document shall have the same effect as if executed in the original by such officer.

13.3       This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

13.4       This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, trust, or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

13.5       If any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

13.6       Any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein will be made at such time and in such manner as the parties mutually shall agree, provided that nothing herein shall prevent either party from making such public announcements as may be required by applicable law, in which case the party issuing such statement or communication shall advise the other party prior to such issuance.

13.7       Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the [Surviving Fund] [Surviving Fund Registrant] at 4000 Ericsson Drive, Warrendale, PA 15086-7561, Attention: Chief Legal Officer, the Reorganizing Fund Registrant at The Advisors’ Inner Circle Fund II, c/o SEI Corporation, One Freedom Valley Drive, Oaks, PA 19456, Attention: Legal Department, or Hancock Whitney Bank at 2510 14th Street, 3rd Floor, Gulfport, Mississippi 39502, Attention: General Counsel.

13.8        It is expressly agreed that the obligations of the Parties hereunder shall not be binding upon any of the [Directors] [Trustees], shareholders, nominees, officers, agents, or employees of the Parties personally, but shall bind only the property of the respective Party. The execution and delivery of this Agreement by authorized officers of the Parties shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the respective Parties. The obligations of the Reorganizing Fund Registrant under this Agreement are binding only upon the assets and property belonging to the Reorganizing Fund and the obligations of the Surviving Fund Registrant under this Agreement are binding only upon the assets and property belonging to the Surviving Fund.

 

[signature page follows]

 
 

ANNEX B

PRINCIPAL INVESTMENT RISKS

Asset Allocation Risk (Hancock Horizon Funds only) — The Fund is subject to asset allocation risk, which is the risk that the Adviser’s allocation of the Fund’s assets among the various asset classes and selection of the Underlying ETFs will cause the Fund to underperform other funds with a similar investment objective and/or underperform the markets in which the Fund invests.

Asset-Backed Securities (ABS) Risk. The value of asset-backed securities (ABS) may be affected by certain factors such as interest rate risk, credit risk, prepayment risk and the availability of information concerning the pool of underlying assets and its structure. 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. ABS can also be subject to the risk of default on the underlying assets.

Bank Loans Risk (Hancock Horizon Funds only) — The Fund may invest in bank loans through participations or assignments. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which they have purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. When the Fund purchases assignments from lenders, the Fund will acquire direct rights against the borrower on the loan. Investments in unsecured bank loans are subject to a greater risk of loss than investments in bank loans secured by collateral.

Bank loans may not be considered “securities,” and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

Call Risk. The Fund’s performance may be adversely affected by the possibility that an issuer of a security held by the Fund may redeem the security prior to maturity at a price below or above its current market value.

Convertible Securities Risk (Hancock Horizon Funds only) — The value of a convertible security is influenced by changes in interest rates (with investment value declining as interest rates increase and increasing as interest rates decline) and the credit standing of the issuer. The price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature.

Counterparty Credit Risk. Credit risk includes the possibility that a party to a transaction (such as a derivative transaction) involving the Fund will fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.

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). 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. 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.

Currency Risk. Because the exchange rates for currencies fluctuate daily, prices of the foreign securities in which the Fund invests are more volatile than prices of securities traded exclusively in the United States.

Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive due to differing settlement and clearance procedures than those of the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. In addition, security settlement and clearance procedures in some emerging market countries may not fully protect the Fund against loss of its assets.

Eurozone Related Risk. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries 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 derivative contracts, securities of issuers located in the EU or with significant exposure to EU issuers or countries.

Exchange-Traded Funds Risk / Underlying ETFs Investment Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETF’s shares may trade above or below their net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate.

Foreign Sovereign Debt Securities Risk (Hancock Horizon Funds only) — The risks 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, due to factors such as debt service burden, political constraints, cash flow problems and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part.

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. 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.

Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. The longer the duration of a fixed-income security, the more susceptible it is to interest rate risk. Recent and potential future changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest rates.

Investment Style Risk. The Fund may employ a combination of styles that impact its risk characteristics, such as growth and value investing. Due to the Fund’s style of investing, the Fund’s Share price may lag that of other funds using a different investment style.

Issuer Credit Risk. It is possible that interest or principal on securities will not be paid when due. Noninvestment-grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default may reduce the value of the Fund’s portfolio holdings, its share price and its performance.

Large-Cap Company Risk. The Fund may invest in large capitalization (or “large-cap”) companies. In addition, large-cap companies may have fewer opportunities to expand the market for their products or services, may focus their competitive efforts on maintaining or expanding their market share, and may be less capable of responding quickly to competitive challenges. These factors could result in the share price of large companies not keeping pace with the overall stock market or growth in the general economy, and could have a negative effect on the Fund’s portfolio, performance and Share price.

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.

Liquidity Risk. Certain securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. These features may make it more difficult to sell or buy a security at a favorable price or time. 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. Over-the-counter derivative contracts generally carry greater liquidity risk than exchange-traded contracts.

Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to.

MBS Risk. A rise in interest rates may cause the value of MBS held by the Fund to decline. Certain MBS issued by government sponsored enterprises (GSEs) are not backed by the full faith and credit of the U.S. government. A non-agency MBS is subject to the risk that the value of such security will decline, because the security is not issued or guaranteed as to principal or interest by the U.S. government or a GSE. The Fund’s investments in collateralized mortgage obligations (CMOs) may entail greater market, prepayment and liquidity risks than other MBS.

Micro-Capitalization Company Risk (Hancock Horizon Funds only) — The microcapitalization companies that the Fund invests in may be newly formed or in the early stages of development with limited product lines, markets or financial resources. Therefore, microcapitalization companies may be less financially secure than large-, mid- or small-capitalization companies and may be more vulnerable to key personnel losses due to reliance on a smaller number of management personnel. In addition, there may be less public information available about these companies. Micro-capitalization stock prices may be more volatile than large-, mid- and small-capitalization companies and such stocks may be more thinly traded and thus difficult for the Fund to buy and sell in the market. Investing in micro-capitalization companies requires a longer term investment view and may not be appropriate for all investors. The Fund is also subject to the risk that the Fund’s particular investment style, which focuses on micro-capitalization stocks, may underperform other segments of the equity market or the equity market as a whole.

Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price.

MLPs Risk (Hancock Horizon Funds only) — MLPs are limited partnerships in which the ownership units are publicly traded. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries or other natural resources, but they also may finance other projects. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additional risks of investing in a MLP also include those involved in investing in a partnership as opposed to a corporation, such as limited control of management, limited voting rights and tax risks. MLPs may be subject to state taxation in certain jurisdictions, which will have the effect of reducing the amount of income paid by the MLP to its investors.

Non-Diversification Risk (Hancock Horizon Funds only) — Because the Fund is nondiversified, it may be more susceptible to a single adverse economic or political occurrence affecting one or more of the issuers, and may experience increased volatility due to its investments in those securities.

Portfolio Turnover Risk. The market value of the long and short positions in the Fund will not always be equal because of continuous changes in the prices of securities. The Fund expects that the advisor will need to frequently rebalance its long and short positions. The Fund’s holdings will also need to reflect changes in the universe of securities the Adviser considers undervalued or overvalued. As a result, the Fund is expected to experience a high portfolio turnover rate, possibly in excess of 100%.

Preferred Stocks Risk (Hancock Horizon Funds only) — Preferred stocks are sensitive to interest rate changes, and are also subject to equity risk, which is the risk that stock prices will fall over short or extended periods of time. The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation are generally subordinate to the rights associated with a company’s debt securities.

Prepayment and Extension Risk. When homeowners prepay their mortgages in response to lower interest rates, the Fund will be required to reinvest the proceeds at the lower interest rates available. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed-income securities. When interest rates rise, homeowners are less likely to prepay their mortgages. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed security, and the price of mortgage-backed securities may decrease more than the price of other fixed-income securities when interest rates rise.

Quantitative Modeling Risk. The Fund employs quantitative models as a management technique. These models examine multiple economic factors using various proprietary and third-party data. The results generated by quantitative analysis may perform differently than expected and may negatively affect Fund performance for various reasons (for example, human judgment, data imprecision, software or other technology malfunctions, or programming inaccuracies). The Adviser’s security selection process may not eliminate all stock market risk factors associated with the long and short positions it establishes for the Fund. It is possible that the stocks the Fund holds long will decline in value at the same time that the stocks it holds short increase in value, thereby increasing potential losses to the Fund. Any gain from a short position may be partially or totally offset by a decline in a long position, or vice versa.

Regional Focus Risk (Hancock Horizon Funds only) — The Fund’s concentration of investments in securities of companies located or doing business in Alabama, Louisiana, Mississippi, Florida, Georgia and Texas subjects the Fund to economic conditions and government policies within those states. As a result, the Fund will be more susceptible to factors that adversely affect companies located or doing business in those states than a mutual fund that does not have as great a concentration in those states.

Real Estate Investment Trust (REIT) Risk. Real estate investment trusts (REITs) carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.

Risk Associated with Noninvestment-Grade Securities. Securities rated below investment grade may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. These securities are considered speculative with respect to the issuer’s ability to pay interest and repay principal.

Risk of Foreign Investing. The foreign markets in which the Fund invests may be subject to economic or political conditions which are less favorable than those of the United States and may lack financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies.

Risk of Investing in Commodities. Because the Fund may invest in investments or exchange-traded funds whose performance is linked to the price of an underlying commodity or commodity index, the Fund may be subject to the risks of investing in physical commodities. These types of risks including regulatory, economic and political developments, weather events and natural disasters, pestilence, market disruptions and the fact that commodity prices may have greater volatility than investments in traditional securities.

Risk of Investing in Depositary Receipts / ADRs and Domestically Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts and other domestically traded securities of foreign companies, whether in the United States or in foreign local markets, the Fund’s Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case.

Risk of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts and instruments include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts and hybrid instruments may also involve other risks described in this Prospectus such as stock market, credit, currency, liquidity and leverage risks.

Risk of Investing in Emerging Market Countries. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.

Risk Related to Company Capitalization. The Fund may invest in companies with market capitalizations of any size, including small-capitalization and mid-capitalization (or “small-cap” and “mid-cap”) companies. The additional risks posed by small-cap and mid-cap companies could increase the volatility of the Fund’s portfolio and performance. Shareholders should expect that the value of the Fund’s Shares will be more volatile than a fund that invests exclusively in large-cap companies.

Risk Related to the Economy / Market. Notwithstanding the Fund’s investment objective, the value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets. Economic, political and financial conditions, industry or economic trends and developments or public health risks, such as epidemics or pandemics, may, from time to time, and for varying periods of time, cause the Fund to experience volatility, illiquidity, shareholder redemptions and/or other potentially adverse effects.

Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Additionally, growth stocks may not pay dividends or may pay lower dividends than value stocks.

Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. Additionally, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market. The value approach to stock selection also carries the risk that the market will not recognize a security’s intrinsic value for a long time (if ever), or that a stock judged to be undervalued may actually be appropriately priced.

Sector Risk. Because the Fund may allocate relatively more assets to certain industry sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund.

Short Selling Risk. The Fund can sell securities short to the maximum extent permitted under the Investment Company Act of 1940 (the “1940 Act”). A short sale by the Fund involves borrowing a security from a lender which is then sold in the open market. At a future date, the security is repurchased by the Fund and returned to the lender. While the security is borrowed, the proceeds from the sale are deposited with the lender and the Fund may be required to pay interest and/or the equivalent of any dividend payments paid by the security to the lender. If the value of the security declines between the time the Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund makes a profit on the difference (less any expenses the Fund is required to pay the lender). There is no assurance that a security will decline in value during the period of the short sale and make a profit for the Fund. If the value of the security sold short increases between the time that the Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund will realize a loss on the difference (plus any expenses the Fund is required to pay to the lender). This loss is theoretically unlimited as there is no limit as to how high the security sold short can appreciate in value, thus increasing the cost of buying that security to cover a short position. The Fund may incur expenses in selling securities short and such expenses are investment expenses of the Fund.

Small-Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price.

Stock Market / Equity Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance.

Strategy Risk. There is no guarantee that the use of long and short positions will succeed in limiting the Fund’s exposure to domestic stock market movements, capitalization, sector-swings or other risk factors.

Tax Risk. In order to be tax-exempt, tax-exempt securities must meet certain legal requirements. Failure to meet such requirements may cause the interest received and distributed by the Fund to shareholders to be taxable. The federal income tax treatment of payments in respect of certain derivative contracts is unclear. The Fund also may invest in market discount bonds, enter into credit default swap arrangements and other derivative transactions, and engage in other permissible activities that will likely cause the Fund to realize a limited amount of ordinary income or short-term capital gains (which are treated as ordinary income for federal income tax purposes). Consequently, for each of these reasons, the Fund may receive payments, and make distributions, that are treated as ordinary income for federal income tax purposes. Income from the Fund also may be subject to AMT.

Tax-Exempt Securities Risk. The amount of public information available about tax-exempt securities is generally less than for corporate equities or bonds. The secondary market for tax-exempt securities also tends to be less well-developed and less liquid than many other securities markets, which may limit the Fund’s ability to sell its tax-exempt securities at attractive prices. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the Fund’s investments in tax-exempt securities. Tax-exempt issuers can and have defaulted on obligations, been downgraded or commenced insolvency proceedings. Like other issuers and securities, the likelihood that the credit risk associated with such issuers and such securities will increase is greater during times of economic stress and financial instability.

Technology Risk. The Adviser uses various technologies in managing the Fund, consistent with its investment objective(s) and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision-making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance.

Underlying Fund Risk. The risk that the Fund’s performance is closely related to the risks associated with the securities and other investments held by underlying funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of underlying funds to achieve their respective investment objectives. The Fund bears Underlying Fund fees and expenses indirectly.

U.S. Government Securities Risk (Hancock Horizon Funds only) — U.S. government securities are not guaranteed against price movements due to changing interest rates. Obligations issued by some U.S. government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency’s own resources. As a result, investments in securities issued by the government sponsored agencies that are not backed by the U.S. Treasury are subject to higher credit risk than those that are.

 

 
 

 

ANNEX C

COMPARISON OF INVESTMENT LIMITATIONS

Each Fund has fundamental investment limitations which may not be changed without shareholder approval.

The following charts compare the fundamental limitations of the Hancock Horizon Funds and the Federated Hermes Fund. While shareholder approval is required to change a fundamental limitation, non-fundamental limitations may be changed by a Fund’s Board without shareholder approval.

 

Hancock Horizon Burkenroad Small Cap Fund – Federated Hermes MDT Small Cap Core Fund

  Hancock Horizon Burkenroad Small Cap Fund Federated Hermes MDT Small Cap Core Fund
Fundamental Policies:    
Diversification: The Fund may not purchase securities of any issuer (except securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of such issuer or more than 10% of the outstanding voting securities of such issuer would be owned by the Fund on the last day of each fiscal quarter. This restriction applies to 75% of the Fund’s total assets. With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than: cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration:

The Fund may not purchase any securities which would cause 25% or more of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry. This limitation does not apply to: (i) investments in the obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities; and (ii) repurchase agreements involving such securities.

For purposes of this limitation: (i) utility companies will be classified according to their services, for example, gas distribution, gas transmission, electric and telephone will each be considered a separate industry; (ii) 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; (iii) supranational entities will be considered to be a separate industry; and (iv) asset-backed securities secured by distinct types of assets, such as truck and auto loan leases, credit card receivables and home equity loans, will each be considered a separate industry.

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, any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal securities will not be deemed to constitute an industry.
Borrowing & Senior Securities:

The Fund may not borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies that either obligate the Fund to purchase securities or require the Fund to segregate assets are not considered to be borrowing. Asset coverage of at least 300% is required for all borrowing, except where the Fund has borrowed money for temporary purposes in an amount not exceeding 5% of its total assets.

The Fund may not issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC.

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 if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. The Fund may not make loans if, as a result, more than 33 1/3% of the Fund’s total assets would be loaned to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) lend its securities; and (iv) it may make loans to affiliated investment companies in accordance with SEC exemptive relief.
Underwriting: The Fund may not act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 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.
Commodities and Real Estate: The Fund may not purchase or sell real estate, real estate limited partnership interests, physical commodities or commodities contracts except that the Fund may purchase commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts.

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.

The Fund may invest in commodities to the maximum extent permitted under the 1940 Act.

Non-Fundamental Policies:

 

 

 
80% Policy: The Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks and other equity securities of companies with small capitalizations located or doing business in Alabama, Florida, Georgia, Louisiana, Mississippi and Texas. The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in small companies. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would permit the Fund normally to invest less than 80% of its net assets (plus any borrowings for investment purposes) in small companies. For purposes of this limitation, small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000® Index.
  The Fund may not purchase securities on margin or effect short sales, except that the Fund may: (i) obtain short-term credits as necessary for the clearance of security transactions; (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts; and (iii) make short sales “against the box” or in compliance with the SEC’s position regarding the asset segregation requirements imposed by Section 18 of the 1940 Act. 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.
  The Fund may not purchase securities of other investment companies except as permitted by the 1940 Act, the rules and regulations thereunder or pursuant to an exemption therefrom.  
  The Fund may not purchase securities while its borrowing exceeds 5% of its total 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.
   

As a matter of non-fundamental operating policy, the Fund will not exclude domestic bank instruments or foreign bank instruments from industry concentration limitations so long as it is the SEC staff’s view that such instruments should not be excluded from industry concentration tests.

The Fund applies its concentration of investments restrictions as follows:

- Utility companies will be divided according to their services; for example, gas, gas transmission, electric and telephone will each be considered a separate industry;

- 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

- Asset-backed securities will be classified according to the underlying assets securing such securities.

 

Hancock Horizon Microcap Fund – Federated Hermes MDT Small Cap Core Fund

 

  Hancock Horizon Microcap Fund Federated Hermes MDT Small Cap Core Fund
Fundamental Policies:    
Diversification: The Fund may not purchase securities of an issuer that would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than: cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer.
Concentration:

The Fund may not concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

 

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, any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal securities will not be deemed to constitute an industry.
Borrowing & Senior Securities: The Fund may not borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. 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, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. The Fund may not make loans if, as a result, more than 33 1/3% of the Fund’s total assets would be loaned to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) lend its securities; and (iv) it may make loans to affiliated investment companies in accordance with SEC exemptive relief.
Underwriting: The Fund may not underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. 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.
Commodities and Real Estate:

The Fund may not purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

 

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.

The Fund may invest in commodities to the maximum extent permitted under the 1940 Act.

Non-Fundamental Policies:

 

 

 
80% Policy: The Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. companies with micro capitalizations. The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in small companies. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would permit the Fund normally to invest less than 80% of its net assets (plus any borrowings for investment purposes) in small companies. For purposes of this limitation, small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000® Index.
  The Fund may not make loans if, as a result, more than 33 1/3% of its total net assets would be lent to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. 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.
    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.
   

As a matter of non-fundamental operating policy, the Fund will not exclude domestic bank instruments or foreign bank instruments from industry concentration limitations so long as it is the SEC staff’s view that such instruments should not be excluded from industry concentration tests.

The Fund applies its concentration of investments restrictions as follows:

- Utility companies will be divided according to their services; for example, gas, gas transmission, electric and telephone will each be considered a separate industry;

- 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

- Asset-backed securities will be classified according to the underlying assets securing such securities.

 

ANNEX D

FINANCIAL HIGHLIGHTS

Hancock Horizon Funds

Financial Highlights

The tables that follow present performance information about the Hancock Horizon Funds. This information is intended to help you understand each Fund’s financial performance for the past five fiscal years or for the period of the Fund’s operations. Some of this information reflects financial information for a single Fund share. The total returns in the tables represent the rate that you would have earned (or lost) on an investment in the Funds, assuming you reinvested all of your dividends and distributions.

The information provided below for the period ended December 31, 2020 has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm of the Funds. The financial statements and the unqualified opinion of PricewaterhouseCoopers LLP are included in the Annual Report of the Hancock Horizon Funds dated December 31, 2020.

The information provided below for the periods ended on or before January 31, 2020 was audited by a different independent registered public accounting firm, whose reports reflected unqualified audit opinions.

 
 

For a Share Outstanding Throughout the Year or Period
For the period ended December 31, 2020 and the year or period ended January 31,

 

Net

Asset

Value,

Beginning

of Period

Net

Investment Income

(Loss)

Net

Realized

and

Unrealized

Gains (Losses)

on Investments

Total from Investment Operations Dividends from Net Investment Income Distributions from Net Realized Gains Total Dividends and Distributions

Net

Asset

Value,

End

of Period

Total

Return††

Net

Assets,

End

of Period

(000)

Ratio of

Expenses

to Average

Net Assets

Ratio of

Expenses

to Average

Net Assets

(Excluding

Waivers and/or Recaptured Fees)

Ratio of

Net Investment

Income (Loss)

to Average

Net Assets

Portfolio

Turnover

Rate††

Burkenroad Small Cap Fund
Institutional Class Shares
2020* $34.97 $0.09 $4.20 $4.29 $(0.14) $(2.83) $(2.97) $36.29 12.34% $61,239 1.00% 1.21% 0.33% 31%
2020 47.24 0.17 0.95 1.12 (13.39) (13.39) 34.97 1.23 100,412 1.06 1.14 0.37 29
2019 69.46 0.59 (8.01) (7.42) (0.65) (14.15) (14.80) 47.24 (7.97) 161,260 1.15 1.17 0.88 31
2018 65.95 0.08 8.94 9.02 (5.51) (5.51) 69.46 13.79 228,272 1.15 1.17 0.12 50
2017** 57.19 0.09 8.67 8.76 65.95 15.32 150,676 1.14 1.14 0.22 38(1)
Investor Class Shares^
2020* $34.73 $0.03 $4.17 $4.20 $(0.07) $(2.83) $(2.90) $36.03 12.14% $59,060 1.20% 1.40% 0.11% 31%
2020 47.10 0.06 0.96 1.02 (13.39) (13.39) 34.73 1.02 94,590 1.26 1.34 0.14 29
2019 69.21 0.40(2) (7.87) (7.47) (0.49) (14.15) (14.64) 47.10 (8.10)(2) 197,852 1.35 1.37 0.61(2) 31
2018 65.83 (0.03)(2) 8.92 8.89 (5.51) (5.51) 69.21 13.61(2) 437,070 1.35 1.37 (0.04)(2) 50
2017 51.65 (0.02) 14.20 14.18 65.83 27.45 582,849 1.39 1.39 (0.03) 38
2016 54.22 0.00 (2.15) (2.15) (0.42) (0.42) 51.65 (4.01) 629,950 1.37 1.37 0.01 39
Class D Shares
2020* $32.38 $(0.05) $3.87 $3.82 $(0.06) $(2.83) $(2.89) $33.31 11.87% $10,963 1.50% 1.71% (0.19)% 31%
2020 44.91 (0.05) 0.91 0.86 (13.39) (13.39) 32.38 0.69 14,959 1.56 1.64 (0.11) 29
2019 66.64 0.66 (7.72) (7.06) (0.52) (14.15) (14.67) 44.91 (7.79)(2) 21,635 1.40 1.42 1.04(2) 31
2018 63.69 (0.16) 8.62 8.46 (5.51) (5.51) 66.64 13.40 30,721 1.52 1.53 (0.25) 50
2017 50.10 (0.16) 13.75 13.59 63.69 27.13 46,867 1.64 1.64 (0.28) 38
2016 52.74 (0.14) (2.08) (2.22) (0.42) (0.42) 50.10 (4.25) 55,168 1.62 1.62 (0.26) 39

(1) Portfolio turnover is for the Fund for the fiscal year.

(2) For the years ended January 31, the amount includes a reimbursement for payments of prior years’ shareholder servicing fees as follows:

  Net Investment Income Per Share Net Investment Income Ratio Total Return
INVESTOR CLASS SHARES      
2019 $0.04 0.06% 0.06%
2018 $0.03 0.04% 0.05%
CLASS D SHARES      
2019 $0.31 0.43% 0.46%

^ Class name changed from Class A Shares to Investor Class Shares, effective May 31, 2016.

*       For the period February 1, 2020 to December 31, 2020. Effective July 31, 2020, Hancock Funds changed their fiscal year end to December 31. Ratios for the period have been annualized.

** Commenced operations on May 31, 2016. Ratios for the period have been annualized.

†       Per share data calculated using average shares method.

††       Total return excludes applicable sales charges. Sales charges were eliminated effective May 31, 2016. Total return and portfolio turnover rates are for the period indicated and have not been annualized.

Amounts designated as “—” represent less than $0.01 per share, are $0 or have been rounded to $0.

 

 

 
 

For a Share Outstanding Throughout the Year or Period

For the period ended December 31, 2020 and the year or period ended January 31,

 

Net

Asset

Value,

Beginning

of Period

Net

Investment Income (Loss)

Net

Realized

and

Unrealized Gains (Losses)

on Investments

Total from Investment Operations Dividends from Net Investment Income Distributions from Net Realized Gains Total Dividends and Distributions

Net

Asset

Value,

End

of Period

Total

Return††

Net

Assets

End

of Period

(000)

Ratio of

Expenses

to Average

Net Assets

Ratio of

Expenses

to Average

Net Assets

(Excluding

Waivers and/or Recaptured Fees)

Ratio of

Net Investment Income

(Loss) to Average

Net Assets

Portfolio

Turnover

Rate††

 
Microcap Fund
Institutional Class Shares
2020* $15.62 $0.03 $(1.15) $(1.12) $— $— $— $14.50 (7.17)% $11,436 1.30% 1.54% 0.25% 137%  
2020 15.94 0.08 (0.31) (0.23) (0.09) (0.09) 15.62 (1.44) 12,710 1.37 1.39 0.47 112  
2019 19.28 (0.10) (2.76) (2.86) (0.01) (0.47) (0.48) 15.94 (14.55) 13,158 1.50(1) 1.47 (0.55) 143  
2018 17.26 (0.01) 2.39 2.38 (0.36) (0.36) 19.28 13.77 14,167 1.50 1.59 (0.05) 116  
2017 13.72 0.04 3.54 3.58 (0.04) (0.04) 17.26 26.11 7,476 1.50 1.85 0.28 153  
2016** 15.00 (0.04) (1.24) (1.28) 13.72 (8.53) 4,491 1.50 2.48 (0.39) 153  
Investor Class Shares^#
2020* $15.52 $0.01 $(1.15) $(1.14) $— $— $— $14.38 (7.35)% $303 1.55% 1.79% 0.05% 137%  
2020 15.84 (0.01) (0.26) (0.27) (0.05) (0.05) 15.52 (1.71) 424 1.61 1.64 (0.06) 112  
2019 19.19 (0.15) (2.73) (2.88) (0.47) (0.47) 15.84 (14.73) 574 1.75(1) 1.72 (0.80) 143  
2018 17.23 (0.05) 2.37 2.32 (0.36) (0.36) 19.19 13.44 729 1.75 1.84 (0.26) 116  
2017 13.70 3.53 3.53 17.23 25.77 780 1.75 2.11 (0.02) 153  
2016** 15.00 (0.06) (1.24) (1.30) 13.70 (8.67) 969 1.75 2.70 (0.62) 153  

 

*       For the period February 1, 2020 to December 31, 2020. Effective July 31, 2020, Hancock Funds changed their fiscal year end to December 31. Ratios for the period have been annualized.

**       Commenced operations May 29, 2015. Ratios for the period have been annualized.

^ Class name changed from Class A Shares to Investor Class Shares, effective May 31, 2016.

# On April 18, 2019, the Trust's Board of Trustees approved the merger of Class C Shares into Investor Class Shares effective May 24, 2019.

† Per share data calculated using average shares method.

††        Total return excludes applicable sales charges. Sales charges were eliminated effective May 31, 2016. Total return and portfolio turnover rates are for the period indicated and have not been annualized.

(1) Ratio includes previously waived advisory fees recaptured. The net expense ratio would have been lower absent the impact of the recaptured fees.

Amounts designated as “—” represent less than $0.01 per share, are $0 or have been rounded to $0.

 

 
 

 

Federated Hermes Fund

Financial Highlights

The tables that follow present performance information about Class A and Institutional Shares of Federated Hermes MDT Small Cap Core Fund. The information will help an investor understand the Fund’s financial performance for its past five fiscal years. Some of the information is presented on a per Share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of any dividends and capital gains.

This information has been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with each Fund’s financial statements, including any Notes to Financial Statements referenced in these financial highlights, is included in the annual report dated July 31, 2020 and is incorporated by reference into the Statement of Additional Information.

The financial highlights for Federated Hermes MDT Small Cap Core Fund for the fiscal period ended January 31, 2021 are unaudited and are also incorporated by reference into the Statement of Additional Information.

 

Federated Hermes MDT Small Cap Core Fund

 

Financial Highlights – Institutional Shares

 

(For a Share Outstanding Throughout Each Period)

 

 

  Six Months
Ended
(unaudited)
1/31/2021

Year Ended July 31,

 
  2020 2019 2018 2017 2016

Net Asset Value, Beginning of Period

 
    $17.87     $19.59     $21.94     $19.30     $15.54   $16.04

Income From Investment Operations:

 
           

Net investment income (loss)1

 
         0.05          0.09          0.06          0.03          0.02        0.06
Net realized and unrealized gain (loss)          5.97         (1.74)         (1.76)          3.50          3.90        1.07
Total From Investment Operations          6.02         (1.65)         (1.70)          3.53          3.92        1.13

Less Distributions:

 
           

Distributions from net investment income

 
        (0.10)         (0.07)         (0.02)         (0.02)              —            —
Distributions from net realized gain              —              —         (0.63)         (0.87)         (0.16)       (1.63)
Total Distributions         (0.10)         (0.07)         (0.65)         (0.89)         (0.16)       (1.63)
Net Asset Value, End of Period     $23.79     $17.87     $19.59     $21.94     $19.30   $15.54
Total Return2        33.71%         (8.45)%         (7.45)%        18.78%        25.24%        8.24%
Ratios to Average Net Assets:            
Net expenses3          0.88%4          0.88%          0.88%          0.89%          0.89%        0.88%
Net investment income          0.44%4          0.49%          0.31%          0.13%          0.10%        0.43%
Expense waiver/reimbursement5          0.17%4          0.18%          0.22%          0.34%          0.53%        1.11%
Supplemental Data:            
Net assets, end of period (000 omitted) $660,452 $574,041 $842,221 $708,805 $179,219 $24,529
Portfolio turnover             67%           223%           121%             88%             91%         189%

 

1 Per share numbers have been calculated using the average shares method.
2 Based on net asset value. Total returns for periods of less than one year are not annualized.
3 Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
4 Computed on an annualized basis.
5 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest.

 

Financial Highlights – Class A Shares

 

(For a Share Outstanding Throughout Each Period)

 

 

  Six Months
Ended
(unaudited)
1/31/2021

Year Ended July 31,

 
  2020 2019 2018 2017 2016

Net Asset Value, Beginning of Period

 
  $17.19   $18.87   $21.19   $18.69   $15.08   $15.66

Income From Investment Operations:

 
           

Net investment income (loss)1

 
       0.02        0.04        0.01       (0.01)       (0.02)        0.03
Net realized and unrealized gain (loss)        5.76       (1.68)       (1.70)        3.38        3.78        1.02
Total From Investment Operations        5.78       (1.64)       (1.69)        3.37        3.76        1.05

Less Distributions:

 
           

Distributions from net investment income

 
      (0.05)       (0.04)            —            —            —            —
Distributions from net realized gain            —            —       (0.63)       (0.87)       (0.15)       (1.63)
Total Distributions       (0.05)       (0.04)       (0.63)       (0.87)       (0.15)       (1.63)
Net Asset Value, End of Period   $22.92   $17.19   $18.87   $21.19   $18.69   $15.08
Total Return2      33.63%       (8.71)%       (7.69)%      18.49%      24.97%        7.90%
Ratios to Average Net Assets:            
Net expenses3        1.13%4        1.13%        1.13%        1.14%        1.14%        1.13%
Net investment income        0.20%4        0.24%        0.07%       (0.06)%       (0.13)%        0.19%
Expense waiver/reimbursement5        0.27%4        0.31%        0.22%        0.37%        0.55%        1.10%
Supplemental Data:            
Net assets, end of period (000 omitted) $88,153 $78,347 $68,546 $74,396 $37,031 $13,035
Portfolio turnover           67%         223%         121%           88%           91%         189%

 

1 Per share numbers have been calculated using the average shares method.
2 Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods of less than one year are not annualized.
3 Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
4 Computed on an annualized basis.
5 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above. Amount does not reflect expense waiver/reimbursement recorded by investment companies in which the Fund may invest.
 
 

ANNEX E

SUMMARY OF RIGHTS OF SHAREHOLDERS

The AIC Trust and the Federated Hermes MDT Series are open-end, management investment companies registered under the 1940 Act, which continuously offer to sell shares at their current NAV.

Each Hancock Horizon Fund is a portfolio of the AIC Trust, which was established as a business trust under the laws of the Commonwealth of Massachusetts. Federated Hermes MDT Small Cap Core Fund is a series of Federated Hermes MDT Series, a business trust under the laws of the Commonwealth of Massachusetts.

The AIC Trust and the Federated Hermes MDT Series are governed by their respective Declarations of Trust, By-laws and Boards of Trustees. The rights of shareholders of the Hancock Horizon Funds and the shareholders of the Federated Hermes Fund as set forth in their respective Declarations of Trust and By-Laws are substantially similar. Set forth below is a brief summary of the significant rights of shareholders of the Hancock Horizon Funds and shareholders of the Federated Hermes Fund:

SUMMARY OF RIGHTS OF SHAREHOLDERS - FEDERATED HERMES MDT SERIES

     

CATEGORY

 

THE REORGANIZING FUNDS TRUST - ADVISORS’ INNER CIRCLE FUND II

 
FEDERATED HERMES MDT SERIES 

Preemptive Rights

 

None.

 

None. 
     

Preferences

 

None.

 

None.

 

     

Appraisal Rights

 

None.

 

None.

 

     
Conversion Rights

None.

 

None.

Exchange Rights (other than the right to exchange for shares of other funds as provided in the prospectus)

 

None. None.
     

Annual Meetings

 

Not required.

 

Not required.

 

     
Right to Call Shareholder Meetings May be called at any time by the Trustees, by the president or, if the Trustees and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who hold at least 25% of all shares issued and outstanding and entitled to vote at the meeting, then such shareholders may call such meeting. Shall be called by the Trustees upon the written request of shareholders owning at least one-tenth of all series or classes entitled to vote.
     
Notice of Meetings Written notice given at least 7 days before the date of the meeting.  Written notice given at least 7 business days before the date of the meeting.
     
Record Date for Meetings The Board may fix in advance a record date which shall not be more than 90 days before the date of any meeting.  The Board may fix in advance a record date which shall not be more than 90 days before the date of any meeting.
     
Quorum for Meetings A majority of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders’ meeting, except that where any provision of law or of the Declaration of Trust permits or requires that holders of any series or class shall vote as a series or class, then a majority of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class.  Except as otherwise provided by law, the presence in person or by proxy of the holders of (a) one-half of the Shares of the Trust on all matters requiring a Majority Shareholder Vote, as defined in the Investment Company Act of 1940, or (b) one-third of the Shares of the Trust on all other matters permitted by law, in each case, entitled to vote without regard to Class shall constitute a quorum at any meeting of the Shareholders, except with respect to any matter which by law requires the separate approval of one or more Series or Classes, in which case the presence in person or by proxy of the holders of one-half or one-third, as set forth above, of the Shares of each Series or Class entitled to vote separately on the matter shall constitute a quorum.
Voting Powers The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) with respect to any investment adviser as provided in Article IV, Section 7, (iii) with respect to any termination of the Trust or any series to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except (1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. Subject to the provisions set forth in Article III, Section 5(d), the Shareholders shall have power to vote, (i) for the election of Trustees as provided in Article IV, Section 2; (ii) for the removal of Trustees as provided in Article IV, Section 3(d); (iii) with respect to any investment adviser or sub-investment adviser as provided in Article VII, Section 1; (iv) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 7; and (v) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any regulation of the Trust or the Securities and Exchange Commission or any State, or as the Trustees may consider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of votes and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all shares of the Trust (or each Series or Class) owned by the Shareholder. Any proxy may be in written form, telephonic or electronic form, including facsimile, and all such forms shall be valid when in conformance with procedures established and implemented by the officers of the Trust. Until Shares of a Series or Class are issued, the Trustees may exercise all rights of Shareholders of such Series or Class with respect to matters affecting such Series or Class, and may take any action with respect to the Trust or such Series or Class required or permitted by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
     
Vote Required for Election of Trustees A Trustee may be elected either by the Trustees or the Shareholders subject to the limitations of the 1940 Act.  Subject to any applicable requirement of law or of the Declaration of Trust or the By-Laws, a plurality of the votes cast shall elect a Trustee.
     
Adjournment of Meetings Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

If a quorum shall not be present for the purpose of any vote that may properly come before the meeting, the Shares present in person or by proxy and entitled to vote at such meeting on such matter may, by plurality vote, adjourn the meeting from time to time to such place and time without further notice than by announcement to be given at the meeting until a quorum entitled to vote on such matter shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened.

 

     
Removal of Trustees by Shareholders

By vote of the Shareholders holding a majority of the shares entitled to vote, the Shareholders may remove a Trustee with or without cause.

 

A Trustee may be removed at any special meeting of Shareholders of the Trust by a vote of two-thirds of the outstanding Shares.
     
Personal Liability of Officers and Trustees

The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or administrator, principal underwriter or custodian, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

The Trust agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an “indemnitee”) against: (a) any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, by virtue of his being or having been a Trustee or officer of the Trust or his serving or having served as a trustee, director, officer, partner, or fiduciary of another trust, corporation, partnership, joint venture, or other enterprise at the request of the Trust; and (b) any liabilities and expenses, including, without limitation, the cost of credit monitoring, incurred by the indemnified representative as a result of the indemnified representative, while acting in an indemnified capacity, having provided personally identifiable information, including, without limitation, birthdates, social security numbers, driver’s license numbers or passport numbers, to a regulator or counterparty by or with whom the Trust or its series, is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty, including, without limitation, know-your-customer or anti-money laundering requirements, and the security of such personally identifiable information is compromised and used to the detriment of the indemnified representative; provided, however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”).
   

 

 

     

Personal Liability of Shareholders

 

All persons extending credit to, contracting with or having any claim against the Trust or a particular series of Shares shall look only to the assets of the Trust or the assets of that particular series of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee.

 

Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually.

None.
     
Right of Inspection

The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any shareholder. A copy of

this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of the Commonwealth of Massachusetts and with the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required.

The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust maintained on behalf of each Series and Class or any of them shall be open to the inspection of the shareholders of any Series or Class; and no shareholder shall have any right of inspecting any account or book or document of the Trust except that, to the extent such account or book or document relates to the Series or Class in which he is a Shareholder or the Trust generally, such Shareholder shall have such right of inspection as conferred by laws or authorized by the Trustees or by resolution of the Shareholders of the relevant Series or Class.
     
     
Liquidation and Dissolution The Trust may be terminated at any time by vote of Shareholders holding at least a majority of the Shares entitled to vote or by the Trustees by written notice to the Shareholders.  None.
     

Number of Authorized Shares; Par Value

 

Unlimited, no par value.

Unlimited, no par value.

 

 

 

 

 

 

     
Shareholder Proxies

A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

 

Any shareholder entitled to vote at any meeting of shareholders may vote either in person, by telephone, by electronic means including facsimile, or by proxy, but no proxy which is dated more than six months before the meeting named therein shall be accepted unless otherwise provided in the proxy. Every proxy shall be in writing, subscribed by the shareholder or his duly authorized agent or be in such other form as may be permitted by law, including documents conveyed by electronic transmission. Every proxy shall be dated, but need not be sealed, witnessed or acknowledged. The placing of a shareholder’s name on a proxy or authorizing another to act as the shareholder’s agent, pursuant to telephone or electronically transmitted instructions obtained in accordance with procedures reasonably designed to verify that such instructions have been authorized by such shareholder, shall constitute execution of a proxy by or on behalf of such shareholder. Where Shares are held of record by more than one person, any co-owner or co-fiduciary may execute the proxy or give authority to an agent, unless the Secretary of the Trust is notified in writing by any co-owner or co-fiduciary that the joinder of more than one is to be required. All proxies shall be filed with and verified by the Secretary or an Assistant Secretary of the Trust, or the person acting as Secretary of the Meeting. Unless otherwise specifically limited by their term, all proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting.
   

 

 

     
Trustee Power to Amend Organizational Documents

The Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the then Trustees when authorized to do so by a vote of Shareholders holding a majority of the Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series or classes shall be authorized by vote of the Shareholders holding a majority of the Shares entitled to vote of each series or classes affected and no vote of Shareholders of a series or classes not affected shall be required. Amendments having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not require authorization by Shareholder vote.

 

The By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such majority.

All rights granted to the Shareholders under the Declaration of Trust are granted subject to the reservation of the right to amend the Declaration of Trust as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of the Declaration of Trust (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to the Declaration of Trust that adversely affects the rights of Shareholders may be adopted at any time by an instrument signed in writing by a majority of the then Trustees (or by any officer of the Trust pursuant to the vote of a majority of such Trustees) when authorized to do so by the vote of the Shareholders holding a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer to the effect that such amendment has been duly adopted. Copies of the amendment to the Declaration of Trust shall be filed as specified in Section 5 of Article XII of the Declaration of Trust. A restated Declaration of Trust, integrating into a single instrument all of the provisions of the Declaration of Trust which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall be effective upon filing as specified in Section 5.

 

The By-Laws may be amended by a majority vote of all of the Trustees.

 

 

Involuntary Redemption of Accounts None. The Trust shall have the right to cause the redemption of Shares of any Series or Class in any Shareholder’s account for their then current net asset value and promptly make payment to the shareholder (which payment may be reduced by any applicable redemption charge or deferred sales charge), if (a) at any time the total investment in the account does not have a minimum dollar value determined from time to time by the Trustees in their sole discretion, (b) at any time a Shareholder fails to furnish certified Social Security or Tax Identification Numbers, or (c) at any time the Trustees determine in their sole discretion that failure to so redeem may have materially adverse consequences to the other Shareholders or the Trust or any Series or Class thereof.

 

STATEMENT OF ADDITIONAL INFORMATION

 

JULY 12, 2021

 

RELATING TO THE ACQUISITION OF THE ASSETS OF:

 

Certain series of The Advisors’ Inner Circle Fund II

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Telephone No: 1-800-932-7781

 

BY AND IN EXCHANGE FOR SHARES OF

 

Certain Federated Hermes Funds

4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Telephone No: 1-800-341-7400

 

This Statement of Additional Information, dated July 12, 2021, is not a prospectus. A Prospectus/Proxy Statement, dated July 12, 2021, related to the acquisition of the assets of the below-named Target Funds by and in exchange for shares of the below-named Acquiring Funds may be obtained from Federated Hermes Funds on behalf of the below-named Acquiring Fund, by writing or calling at the address and telephone number shown above. This Statement of Additional Information should be read in conjunction with such Prospectus/Proxy Statement. Unless otherwise indicated, capitalized terms used herein have the same meanings as are given to them in the Prospectus/Proxy Statement.

Target Funds
(each a series of
The Advisors’ Inner Circle Fund II)
Acquiring Fund
Hancock Horizon Burkenroad Small Cap Fund Federated Hermes MDT Small Cap Core Fund,
a portfolio of Federated Hermes MDT Series Trust
Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
Class D Shares Class A Shares
   
Hancock Horizon Microcap Fund

Federated Hermes MDT Small Cap Core Fund,

a portfolio of Federated Hermes MDT Series Trust

Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
   

 

 

 

 
 

TABLE OF CONTENTS

 

1.Statement of Additional Information (“SAI”) of Federated Hermes MDT Small Cap Core Fund, a portfolio of Federated Hermes MDT Series, dated September 30, 2020.
2.Audited Financial Statements of Federated Hermes MDT Small Cap Core Fund, a portfolio of Federated Hermes MDT Series, dated July 31, 2020.
3.Unaudited Financial Statements of Federated Hermes MDT Small Cap Core Fund, a portfolio of Federated Hermes MDT Series, dated January 31, 2021.

 

4.SAI of Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund, each a series of The Advisors’ Inner Circle Fund II, dated May 1, 2021.
5.Audited Financial Statements of Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund, each a series of The Advisors’ Inner Circle Fund II, dated December 31, 2020.
 

 

6.Supplemental Financial Information (Unaudited)
 
 

 

INFORMATION INCORPORATED BY REFERENCE

Federated Hermes MDT Small Cap Core Fund


Hancock Horizon Burkenroad Small Cap Fund

Hancock Horizon Microcap Fund

 

The following documents are incorporated by reference into this SAI. Copies of the Federated Hermes MDT Small Cap Core Fund’s documents may be obtained at Federated Hermes Funds, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 or by calling 1-800-341-7400. Copies of the Target Funds’ documents may be obtained at One Freedom Valley Drive, Oaks, Pennsylvania 19456 or by calling 1-800-932-7781.

 

1.SAI for the Federated Hermes MDT Small Cap Core Fund dated September 30, 2020, as supplemented, (File Nos.: 811-21904 and 33-134468);
2.SAI for Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund dated May 1, 2021, as supplemented, (File Nos. 811-07102 and 33-50718);
3.Annual Report for Federated Hermes MDT Small Cap Core Fund dated July 31, 2020 (File Nos.: 811-21904 and 33-134468);
4.Semi-Annual Report for Federated Hermes MDT Small Cap Core Fund dated January 31, 2021 (File Nos.: 811-21904 and 33-134468);
5.Annual Report for Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund dated December 31, 2020 (File Nos. 811-07102 and 33-50718);

 

 

 

 

 
 

 

SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)

A table showing the fees of each Target Fund and the Acquiring Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to each proposed Reorganization, is included in the “Summary—Comparative Fee Tables” section of the Prospectus/Proxy Statement.

 

None of the Reorganizations will result in a material change to any Target Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund. In particular, each security held by each Target Fund is eligible to be held by the Acquiring Fund. As a result, a schedule of investments of each Target Fund modified to show the effects of the change is not required and is not included. Notwithstanding the foregoing, changes may be made to a Target Fund’s portfolio in advance of the Reorganizations and/or an Acquiring Fund’s portfolio following the Reorganizations.

 

A narrative description of the material differences between the accounting and valuation policies of the Target Funds and the Acquiring Fund, based on asset type, is included below. While the discussion below outlines certain minor differences in methodology used by the Target Funds and Acquiring Fund when valuing different security types, the Funds have agreed to use commercially reasonable efforts to work together to resolve any material differences as described in more detail in the Agreements and Plans of Reorganization. The Hancock Horizon Funds Adviser and the Federated Hermes Funds Adviser do not anticipate that any such differences in valuation procedures would result in material changes to the market value of your investments.

 

Domestic Equities: The Acquiring Fund expects minimal differences on this security type. The Acquiring Fund uses Refinitiv as the primary pricing vendor, whereas the Target Funds use Intercontinental Exchange, Inc. (“ICE”). However, the Acquiring Fund does not expect any issues or differences as the Acquiring Fund dual sources all equity pricing on a daily basis. With respect to an equity that does not trade, there could be differences where the Target Funds use a bid price to value such security, but the Acquiring Fund uses a mean price. In such an instance, a mean price would generally be higher.

 

Taxable Bonds/Corporate Bonds: The Acquiring Fund expects minimal differences on this security type. Both the Acquiring Fund and the Target Funds use ICE as the primary pricing vendor, however the Acquiring Fund uses a mean price and the Target Funds use a bid price. The Acquiring Fund expects that a mean price would generally be higher. For actively traded securities, the Acquiring Fund uses evaluated prices for fixed-income securities provided by pricing service vendors. The Target Funds similarly use valuations provided by pricing service vendors, which generally reflect the last reported sales price if the security is actively traded.

 

Taxable Bonds/US Treasury and Agency Securities: The Acquiring Fund expects minimal differences on this security type. Both complexes use bid prices, although with different primary pricing vendors (PricingDirect for the Acquiring Fund and ICE for the Target Funds).

 

Tax-Exempt Bonds: The Acquiring Fund expects minimal differences on this security type. Both complexes use ICE as the primary vendor and use bid prices.

 

Asset-Backed Securities: The Acquiring Fund expects minimal differences on this security type. The Target Funds use ICE as the primary vendor and bid prices for all asset-backed securities, including mortgage-backed securities. For mortgage-backed securities, the Acquiring Fund uses PricingDirect as the primary vendor and also uses bid prices. For other asset-backed securities (e.g., credit cards, auto loans, etc.), the Acquiring Fund uses PricingDirect as the primary vendor but uses mean prices. The Acquiring Fund expects minimal differences based on the Acquiring Fund’s use of mean prices and the Target Funds’ use of bid prices for other asset-backed securities.

 

Foreign Equities: The Acquiring Fund expects minimal differences on this security type. Similarly to domestic equities, the Acquiring Fund does not expect any differences in the prices from the pricing vendors (Refinitiv for the Acquiring Fund and ICE for the Target Funds). The complexes apply fair value factors differently. The Acquiring Fund uses Virtu Financial, fair values every day, and does not use a trigger. The Target Funds use IHS Market and use a trigger, meaning that the Target Funds do not fair value every day. The different fair value providers may also utilize foreign exchange rates at differing times throughout the trading day, which can cause minor differences in valuation.

 

Tax Lot Identification Methods: The Target Funds use “high cost” (the shares with the highest cost are redeemed first) as their standing (default) tax lot identification method, which means this is the method the Target Funds use to determine which specific shares are deemed to be sold when there are multiple purchases of a single security on different dates at differing net asset values, and the entire position is not sold at one time. The Acquiring Fund uses “low cost” (the shares with the lowest cost are redeemed first) as its default tax lot identification method. In general, the high cost method is designed to result in a lower realized gain, minimizing realized capital gains.

 
 

FEDERATED HERMES MDT SMALL CAP CORE FUND,
a portfolio of FEDERATED HERMES MDT SERIES

Investment Adviser

125 High Street, Oliver Tower, 21st Floor,

Boston, MA 02110-2704

Administrator and Distributor
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222

 

HANCOCK HORIZON BURKENROAD SMALL CAP FUND

HANCOCK HORIZON MICROCAP FUND,
each a series of THE ADVISORS’ INNER CIRCLE FUND II

Investment Adviser

2285 Lakeshore Drive, Information Technology Center,
Building #4
New Orleans, Louisiana 70122

Administrator and Distributor
One Freedom Valley Drive
Oaks, Pennsylvania 19456

 

 

 

Item 15.  Indemnification

Indemnification is provided to Officers and Trustees of the Registrant pursuant to the Registrant's By-Laws, as amended. This includes indemnification against: (a) any liabilities or expenses incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty.

The Investment Advisory Contract, and Sub-advisory Agreement as applicable, (collectively, “Advisory Contracts”) between the Registrant and the investment adviser, and sub-adviser as applicable, (collectively, “Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security.

The Registrant’s distribution contract contains provisions limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances.

Registrant's Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the By-Laws, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees), Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the By-Laws, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the By-Laws, as amended, or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

 

 
 

Item 16. Exhibits

Exhibit Number DESCRIPTION

 

(1) Declaration of Trust  
1.1 Conformed copy of Declaration of Trust of the Registrant dated May 18, 2006, including Amendment Nos. 1 through 13 +

 

(2) By-Laws  
2.1 Conformed Copy of Amended By-Laws of the Registrant, including Amendment Nos. 1 and 2 as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  

 

(3) Voting Trust Agreement
  Not applicable

 

(4) Agreement of Acquisition, Reorganization, Merger, Liquidation and any Amendments  
  Form of Agreement and Plan of Reorganization filed herein as Annex A to the Prospectus/Proxy Statement

 

(5) Instruments Defining Rights of Security Holders  
5.1 As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates.  

 

(6) Investment Advisory Contracts  
  Federated MDTA, LLC  
6.1 Conformed copy of the Investment Advisory Contract of the Registrant dated July 31, 2006, as amended, including Exhibits A through I and Limited Power of Attorney dated June 1, 2017 as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  
  Sub-Advisory Agreement-Federated MDT, LLC and Federated Investment Management Company  
6.2 Conformed copy of the Sub-Advisory Contract of the Registrant dated July 31, 2006, as amended, including Exhibit A and Limited Power of Attorney dated June 1, 2017 as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  

 

(7) Underwriting Contracts  
7.1 Conformed copy of the Distributor’s Contract of the Registrant dated July 31, 2006, including Exhibits A through K and Amendment 1 to Exhibit B dated December 1, 2007 +
7.2 Conformed copy of the Distributor’s Contract for Class B Shares of the Registrant dated October 24, 1997, including Amendments dated October 1, 2003 and June 1, 2001 as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  

 

(8) Bonus or Profit Sharing Contracts
  Not applicable

 

(9) Custodian Agreements  
9.1 Conformed copy of Amended and Restated Master Custodian Agreement dated March 1, 2017 by and between State Street Bank and Trust Company and the Registrant, including Appendix A, updated as March 1, 2021 +

 

(10) Rule 12b-1 Plan  
10.1 Conformed copy of the Distribution Plan between certain classes of the Registrant and Federated Securities Corp., dated June 7, 2006 including Exhibit A and Amendment No. 1 (revised December 1, 2007) through Exhibit F as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  
10.2 Conformed copy of the Distribution Plan for Class B Shares of the Registrant dated October 24, 1997 as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  

 

(11) Legal Opinion  
  Conformed Copy of Opinion and Consent of Counsel Regarding the Legality of Shares being Issued +

 

(12) Tax Opinion  
  Form of Opinion regarding Tax Consequences of the Reorganization (Executed Opinion regarding Tax Consequences of the Reorganization to be filed by amendment) +

 

(13) Other Material Contracts  
13.1 Services Agreement  
(a) Conformed copy of Services Agreement between Federated Advisory Services Company and Federated MDTA LLC dated July 31, 2006, including Exhibits A and B, Schedule 1 (revised February 1, 2021) and Limited Power of Attorney dated July 31 2006 +
(b) Conformed copy of the Second Amended and Restated Services Agreement, amended and restated as of December 1, 2001 between Federated Shareholder Services Company and the Registrant, including Schedule 1 (revised March 1, 2021) +
(c) Conformed copy of the Principal Shareholder Servicer’s Agreement for Class B Shares of the Registrant dated October 24, 1997 as filed via EDGAR in Post-Effective Amendment No. 35 on September 24, 2020 on Form N-1A (File Nos. 811-21904 and 333-134468)  
(d) Conformed copy of the Shareholder Services Agreement for Class B Shares of the Registrant dated October 24, 1997 +
     
13.2 Transfer Agency Agreement  
  Conformed copy of the Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company dated January 31, 2017, including Exhibit A (revised March 2, 2021) and Schedules +
     
13.3 Administrative Services Agreement  
  Conformed copy of the Second Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative Services dated September 1, 2017, including Exhibit A (revised March 1, 2021) and Exhibit B +
     
13.4 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 +

 

(14) Other Opinions  
14.1 Conformed copy of Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm relating to Federated Hermes MDT Small Cap Core Fund +
14.2 Conformed copy of Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm relating to the Hancock Horizon Funds +
14.3

Conformed copy of Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm relating to the Hancock Horizon Funds

+

 

(15) Omitted Financial Statements
  Not Applicable

 

(16) Power of Attorney  
16.1 Conformed copy of Unanimous Consent of Trustees +
16.2 Conformed copy of Power of Attorney of the Registrant +

 

(17) Form of Ballot +

 

+ Exhibit is being filed electronically with registration statement; indicate by footnote  

 

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item (16)(12) of Form N-14 prior to the closing date of the reorganization.

 
 

 

SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 11th day of June 2021.

FEDERATED HERMES MDT SERIES

BY: /s/ George F. Magera

George F. Magera, Assistant Secretary

As required by the Securities Act of 1933, this registration statement has been signed below by the following person in the capacity and on the date indicated:

 

NAME TITLE DATE

BY: /s/ George F. Magera

George F. Magera,
Assistant Secretary

Attorney In Fact For the Persons Listed Below June 11, 2021
J. Christopher Donahue * President and Trustee (Principal Executive Officer)  
John B. Fisher* Trustee  
Lori A. Hensler* Treasurer (Principal Financial Officer/Principal Accounting Officer)  
John T. Collins* Trustee  
G. Thomas Hough* Trustee  
Maureen E. Lally-Green* Trustee  
Thomas O’Neill* Trustee  
Madelyn A. Reilly* Trustee  
P. Jerome Richey* Trustee  
John S. Walsh* Trustee  
*By Power of Attorney    

 

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Exhibit 1.1

 

FEDERATED MDT SERIES

DECLARATION OF TRUST

 

Dated May 18, 2006

 

DECLARATION OF TRUST made this 18th day of May, 2006, by the undersigned, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.

WHEREAS, the Trustees desire to establish a trust fund for the investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust fund hereunder shall be held and managed under this Declaration of Trust IN TRUST as herein set forth below.

 

ARTICLE I

NAMES AND DEFINITIONS

Section 1. Name. This Trust shall be known as Federated MDT Series, and the Trustees may conduct the business of the Trust under that name or any other name as they may determine from time to time.

Section 2. Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a)       The terms "Affiliated Person," "Assignment," "Commission," "Interested Person," "Majority Shareholder Vote" (the 67% or 50% requirement of Section 2(a)(42) of the 1940 Act, whichever may be applicable) and "Principal Underwriter" shall have the meanings given them in the 1940 Act, as amended from time to time;

(b)       The "Trust" refers to the Massachusetts Business Trust established by this Declaration of Trust, as amended from time to time, inclusive of each and every Series and Class established hereunder;

(c)       "Class" refers to a class of Shares established and designated under or in accordance with the provisions of Article III;

(d)       "Series" refers to a series of Shares established and designated under or in accordance with the provisions of Article III;

(e)       "Series Company" refers to the form of a registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provision;

(f)       "Shareholder" means a record owner of Shares of any Series or Class;

(g)       "Trustees" refer to the individual Trustees in their capacity as Trustees hereunder of the Trust and their successor or successors for the time being in office as such Trustees;

(h)       "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust shall be divided from time to time, or if more than one Series or Class of Shares is authorized by the Trustees, the equal proportionate units into which each Series or Class of Shares shall be divided from time to time and includes fractions of Shares as well as whole Shares;

(i)       The "1940 Act" refers to the Investment Company Act of 1940, and the Rules and Regulations thereunder, (including any exemptions granted thereunder) as amended from time to time; and

(j)       "By-Laws" shall mean the By-Laws of the Trust as amended from time to time.

 
 

ARTICLE II

PURPOSE OF TRUST

The purpose of this Trust is to operate as an investment company, and provide investors a continuous source of managed investments by investing primarily in securities, derivative securities, and also in debt instruments, commodities, commodity contracts and options thereon, and other property.

ARTICLE III

BENEFICIAL INTEREST

Section 1. Shares of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into transferable Shares, without par value. Subject to the provisions of Section 5 of this Article III, each Share shall have voting rights as provided in Article VIII hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article X, Section 1 hereof. The Shares of any Series may be issued in one or more Classes, as the Trustees may authorize pursuant to Article XII, Section 8 hereof. Unless the Trustees have authorized the issuance of Shares of a Series in two or more Classes, each Share of a Series shall represent an equal proportionate interest in the assets and liabilities and the income and the expenses of the Series with each other Share of the same Series, none having priority or preference over another. If the Trustees have authorized the issuance of Shares of a Series in two or more Classes, then the Classes may have such variations as to dividend, redemption, and voting rights, net asset values, expenses borne by the Classes, and other matters as the Trustees have authorized provided that each Share of a Class shall represent an equal proportionate interest in the assets and liabilities and the income and the expenses of the Class with each other Share of the same Class, none having priority or preference over another. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the Shares of any Series or Class into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series or Class.

Section 2. Ownership of Shares. The ownership of Shares shall be recorded in the books of the Trust or a transfer agent which books shall be maintained separately for the Shares of each Series or Class. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust or any transfer agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series or Class and as to the number of Shares of each Series or Class held from time to time by each.

Section 3. Investment in the Trust. The Trustees shall accept investments in the Trust from such persons and on such terms as they may from time to time authorize. After the date of the initial contribution of capital (which shall occur prior to the initial public offering of Shares), the number of Shares to represent the initial contribution shall be considered as outstanding and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust to be allocated among any Series or Classes in the manner described in Section 5(a) of this Article. Subsequent to such initial contribution of capital, Shares (including Shares which may have been redeemed or repurchased by the Trust) may be issued or sold at a price which will net the relevant Series or Class, as the case may be, before paying any taxes in connection with such issue or sale, not less than the net asset value (as defined in Article X, Section 3) thereof; provided, however, that the Trustees may in their discretion impose a sales charge upon investments in or redemptions from the Trust, and upon reinvestments of dividends and capital gains in Shares.

Section 4. No Pre-emptive Right; Action by Shareholder. Shareholders shall have no pre-emptive or other right to subscribe to any additional Shares or other securities issued by the Trust. No action may be brought by a Shareholder on behalf of the Trust unless a prior demand regarding such matter has been made on the Trustees of the Trust.

 
 

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the initial Series shall be, and is established and designated as,

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

Class T Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

Class T Shares


As amended by Amd. #1 - 8/17/06; Amd. #2 - 2/15/07; Amd. #3 - 11/15/07; Amd. #4 - 12/14/09; Amd. #5 - 3/19/10; Amd. #6 - 5/7/10; Amd. #7-12/31/10; Amd. #8 – 6/1/16; Amd. #9 – 9/1/16; Amd. #10-3/1/17;

Amd. #11-2/2/18

 

Shares of any Series or Class established in this Section 5 shall have the following relative rights and preferences:

(a)       Assets belonging to Series or Class. All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" that Series or Class. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series or Class (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series or Class shall belong to that Series or Class. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.

(b)       Liabilities Belonging to Series or Class. The assets belonging to each particular Series or Class shall be charged with the liabilities of the Trust in respect to that Series or Class and all expenses, costs, charges and reserves attributable to that Series or Class, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series or Class are herein referred to as "liabilities belonging to" that Series or Class. Each allocation of liabilities belonging to a Series or Class by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.

(c)       Dividends, Distributions, Redemptions, Repurchases and Indemnification. Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article X, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class) with respect to, nor any redemption or repurchase of the Shares of any Series or Class shall be effected by the Trust other than from the assets belonging to such Series or Class, nor except as specifically provided in Section 1 of Article XI hereof, shall any Shareholder of any particular Series or Class otherwise have any right or claim against the assets belonging to any other Series or Class except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or Class.

(d)       Voting. Notwithstanding any of the other provisions of this Declaration of Trust, including, without limitation, Section 1 of Article VIII, only Shareholders of a particular Series or Class shall be entitled to vote on any matters affecting such Series or Class. Except with respect to matters as to which any particular Series or Class is affected materially differently or as otherwise required by applicable law, all of the Shares of each Series or Class shall, on matters as to which such Series or Class is entitled to vote, vote with other Series or Classes so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more Series or Classes as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such Series or Classes, separately.

(e)       Fraction. Any fractional Share of a Series or Class shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust or of any Series or Class.

(f)       Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to exchange said Shares for Shares of one or more other Series or Classes in accordance with such requirements and procedures as may be established by the Trustees.

(g)       Combination of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, unless otherwise required by applicable law, to combine the assets and liabilities belonging to a single Series or Class with the assets and liabilities of one or more other Series or Classes.

(h)       Elimination of Series or Classes. The Trustees shall have the authority, without the approval of Shareholders of any Series or Class, unless otherwise required by applicable law, to amend this Declaration of Trust to abolish that Series or Class and to rescind the establishment and designation thereof.

 
 

ARTICLE IV

THE TRUSTEES

Section 1. Management of the Trust. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. The Trustees who shall serve as Trustees are the undersigned.

Section 2. Election of Trustees by Shareholders. Unless otherwise required by the 1940 Act or any court or regulatory body of competent jurisdiction, or unless the Trustees determine otherwise, a Trustee shall be elected by the Trustees, and Shareholders shall have no right to elect Trustees.

Section 3. Term of Office of Trustees. The Trustees shall hold office during the lifetime of this Trust, and until its termination as hereinafter provided; except (a) that any Trustee may resign his office at any time by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has become mentally or physically incapacitated may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) a Trustee may be removed at any special meeting of Shareholders of the Trust by a vote of two-thirds of the outstanding Shares. Any removals shall be effective as to the Trust and each Series and Class hereunder.

Section 4. Termination of Service and Appointment of Trustees. In case of the death, resignation, retirement, removal or mental or physical incapacity of any of the Trustees, or in case a vacancy shall, by reason of an increase in number, or for any other reason, exist, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this Trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. Any appointment authorized by this Section 4 is subject to the provisions of Section 16(a) of the 1940 Act.

Section 5. Number of Trustees. The number of Trustees, not less than three (3) nor more than twenty (20) serving hereunder at any time, shall be determined by the Trustees themselves.

Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled or while any Trustee is physically or mentally incapacitated, the other Trustees shall have all the powers hereunder and the certificate signed by a majority of the other Trustees of such vacancy, absence or incapacity shall be conclusive, provided, however, that no vacancy which reduces the number of Trustees below three (3) shall remain unfilled for a period longer than six calendar months.

Section 6. Effect of Death, Resignation, etc. of a Trustee. The death, resignation, retirement, removal, or mental or physical incapacity of the Trustees, or any one or more of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

Section 7. Ownership of Assets. The assets belonging to each Series or Class shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustee. All of the assets belonging to each Series or Class or owned by the Trust shall at all times be considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership interest in any individual asset belonging to any Series or Class or owned by the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in a Series or Class.

 
 

ARTICLE V

POWERS OF THE TRUSTEES

Section 1. Powers. The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust or a Series or Class. The Trustees shall not be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their uncontrolled discretion, shall deem proper to accomplish the purpose of this Trust. Without limiting the foregoing, the Trustees shall have the following specific powers and authority, subject to any applicable limitation in the 1940 Act or in this Declaration of Trust or in the By-Laws of the Trust:

(a)       To buy, and invest funds in their hands in securities and other property, including, but not limited to, common stocks, preferred stocks, bonds, debentures, warrants and rights to purchase securities, options, certificates of beneficial interest, money market instruments, notes or other evidences of indebtedness issued by any corporation, trust or association, domestic or foreign, or issued or guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any State of the United States, or by any political subdivision or agency or instrumentality of any State or foreign country, or "when-issued" or "delayed-delivery" contracts for any such securities, or any repurchase agreement or reverse repurchase agreement, or debt instruments, commodities, commodity contracts and options thereon, or to retain assets belonging to each and every Series or Class in cash, and from time to time to change the investments of the assets belonging to each Series or Class;

(b)       To adopt By-Laws of the Trust not inconsistent with the Declaration of Trust providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders;

(c)       To elect and remove such officers of the Trust and appoint and terminate such agents of the Trust as they consider appropriate;

(d)       To appoint or otherwise engage a bank or other entity permitted by the 1940 Act, as custodian of any assets belonging to any Series or Class subject to any conditions set forth in this Declaration of Trust or in the By-Laws;

(e)       To appoint or otherwise engage transfer agents, dividend disbursing agents, Shareholder servicing agents, investment advisers, sub-investment advisers, principal underwriters, administrative service agents, and such other agents as the Trustees may from time to time appoint or otherwise engage;

(f)       To provide for the distribution of any Shares of any Series or Class either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both;

(g)       To set record dates in the manner hereinafter provided for;

(h)       To delegate such authority as they consider desirable to a committee or committees composed of Trustees, including without limitation, an Executive Committee, or to any officers of the Trust and to any agent, custodian or underwriter;

(i)       To sell or exchange any or all of the assets belonging to one or more Series or Classes, subject to the provisions of Article XII, Section 4(b) hereof;

(j)       To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons, including the investment adviser of the Trust as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(k)       To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or other property;

(l)       To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form; or either in its own name or in the name of a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual business practice of Massachusetts business trusts or investment companies;

(m)       To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which belongs to any Series or Class; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security which belongs to any Series or Class;

(n)       To engage in and to prosecute, compound, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust, and out of the assets belonging to any Series or Class to pay, or to satisfy, any debts, claims or expenses incurred in connection therewith, including those of litigation, upon any evidence that the Trustees may deem sufficient (such powers shall include without limitation any actions, suits, proceedings, disputes, claims, demands and things relating to the Trust wherein any of the Trustees may be named individually and the subject matter of which arises by reason of business for or on behalf of the Trust);

(o)       To make distributions of income and of capital gains to Shareholders;

(p)       To borrow money;

(q)       From time to time to issue and sell the Shares of any Series or Class either for cash or for property whenever and in such amounts as the Trustees may deem desirable, but subject to the limitation set forth in Section 3 of Article III.

(r)       To purchase insurance of any kind, including, without limitation, insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such;

(s)       To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options with respect to or otherwise deal in any property rights relating to any or all of the assets belonging to any Series or Class;

The Trustees shall have all of the powers set forth in this Section 1 with respect to all assets and liabilities of each Series and Class.

Section 2. Principal Transactions. The Trustees shall not cause the Trust on behalf of any Series or Class to buy any securities (other than Shares) from or sell any securities (other than Shares) to, or lend any assets belonging to any Series or Class to any Trustee or officer or employee of the Trust or any firm of which any such Trustee or officer is a member acting as principal unless permitted by the 1940 Act, but the Trust may employ any such other party or any such person or firm or company in which any such person is an interested person in any capacity not prohibited by the 1940 Act.

Section 3. Trustees and Officers as Shareholders. Any Trustee, officer, employee or other agent of the Trust may acquire, own and dispose of Shares of any Series or Class to the same extent as if he were not a Trustee, officer, employee or agent; and the Trustees may issue and sell or cause to be issued or sold Shares of any Series or Class to and buy such Shares from any such person or any firm or company in which he is an interested person subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the By-Laws.

Section 4. Parties to Contract. The Trustees may enter into any contract of the character described in Article VII or in Article IX hereof or any other capacity not prohibited by the 1940 Act with any corporation, firm, partnership, trust or association, although one or more of the shareholders, Trustees, officers, employees or agents of the Trust or their affiliates may be an officer, director, trustee, partner, shareholder or interested person of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust or any Series or Class under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, in the absence of actual fraud. The same person (including a firm, corporation, partnership, trust or association) may be the other party to contracts entered into pursuant to Article VII or Article IX or any other capacity not prohibited by the 1940 Act, and any individual may be financially interested or otherwise an interested person of persons who are parties to any or all of the contracts mentioned in this Section 4.

ARTICLE VI

TRUSTEES' EXPENSES AND COMPENSATION

Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from the assets belonging to each particular Series or Class for all of such Trustees' expenses as such expenses are allocated to and among any one or more of the Series or Classes pursuant to Article III, Section 5(b), including, without limitation, expenses of organizing the Trust or any Series or Class and continuing its or their existence; fees and expenses of Trustees and officers of the Trust; fees for investment advisory services, administrative services and principal underwriting services provided for in Article VII, Sections 1, 2 and 3; fees and expenses of preparing and printing Registration Statements under the Securities Act of 1933 and the 1940 Act and any amendments thereto; expenses of registering and qualifying the Trust and any Series or Class and the Shares of any Series or Class under federal and state laws and regulations; expenses of preparing, printing and distributing prospectuses and any amendments thereto sent to shareholders, underwriters, broker-dealers and to investors who may be considering the purchase of Shares; expenses of registering, licensing or other authorization of the Trust or any Series or Class as a broker-dealer and of its or their officers as agents and salesmen under federal and state laws and regulations; interest expenses, taxes, fees and commissions of every kind; expenses of issue (including cost of share certificates), purchases, repurchases and redemptions of Shares, including expenses attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, Shareholder servicing agents and registrars; printing and mailing costs; auditing, accounting and legal expenses; reports to Shareholders and governmental officers and commissions; expenses of meetings of Shareholders and proxy solicitations therefor; insurance expenses; association membership dues and nonrecurring items as may arise, including all losses and liabilities by them incurred in administering the Trust and any Series or Class, including expenses incurred in connection with litigation, proceedings and claims and the obligations of the Trust under Article XI hereof and the By-Laws to indemnify its Trustees, officers, employees, shareholders and agents, and any contract obligation to indemnify Principal Underwriters under Section 3 of Article VII; and for the payment of such expenses, disbursements, losses and liabilities, the Trustees shall have a lien on the assets belonging to each Series or Class prior to any rights or interests of the Shareholders of any Series or Class. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

 

Section 2. Trustee Compensation. The Trustees shall be entitled to compensation from the Trust from the assets belonging to any Series or Class for their respective services as Trustees, to be determined from time to time by vote of the Trustees, and the Trustees shall also determine the compensation of all officers, employees, consultants and agents whom they may elect or appoint. The Trust may pay out of the assets belonging to any Series or Class any Trustee or any corporation, firm, partnership, trust or other entity of which a Trustee is an interested person for services rendered in any capacity not prohibited by the 1940 Act, and such payments shall not be deemed compensation for services as a Trustee under the first sentence of this Section 2 of Article VI.

ARTICLE VII

INVESTMENT ADVISER, ADMINISTRATIVE SERVICES, PRINCIPAL UNDERWRITER AND TRANSFER_AGENT

Section 1. Investment Adviser. Subject to a Majority Shareholder Vote by the relevant Series or Class to the extent such vote is required by law, the Trustees may in their discretion from time to time enter into an investment advisory contract whereby the other party to such contract shall undertake to furnish the Trustees investment advisory services for such Series or Class upon such terms and conditions and for such compensation as the Trustees may in their discretion determine. Subject to a Majority Shareholder Vote by the relevant Series or Class to the extent such vote is required by law, the investment adviser may enter into a sub-investment advisory contract to receive investment advice and/or statistical and factual information from the sub-investment adviser for such Series or Class upon such terms and conditions and for such compensation as the Trustees, in their discretion, may agree. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the investment adviser or sub-investment adviser or any person furnishing administrative personnel and services as set forth in Article VII, Section 2 (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities belonging to a Series or Class on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may also authorize the investment adviser to determine what firms shall be employed to effect transactions in securities for the account of a Series or Class and to determine what firms shall participate in any such transactions or shall share in commissions or fees charged in connection with such transactions.

Section 2. Administrative Services. The Trustees may in their discretion from time to time contract for administrative personnel and services whereby the other party shall agree to provide the Trustees administrative personnel and services to operate the Trust or a Series or Class on a daily basis, on such terms and conditions as the Trustees may in their discretion determine. Such services may be provided by one or more entities.

Section 3. Principal Underwriter. The Trustees may in their discretion from time to time enter into an exclusive or nonexclusive contract or contracts providing for the sale of the Shares of a Series or Class to net such Series or Class not less than the amount provided in Article III, Section 3 hereof, whereby a Series or Class may either agree to sell the Shares to the other party to the contract or appoint such other party its sales agent for such shares. In either case, the contract shall be on such terms and conditions (including indemnification of Principal Underwriters allowable under applicable law and regulation) as the Trustees may in their discretion determine not inconsistent with the provisions of this Article VII; and such contract may also provide for the repurchase or sale of Shares of a Series or Class by such other party as principal or as agent of the Trust and may provide that the other party may maintain a market for shares of a Series or Class.

Section 4. Transfer Agent. The Trustees may in their discretion from time to time enter into transfer agency and Shareholder services contracts whereby the other party shall undertake to furnish transfer agency and Shareholder services. The contracts shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. Such services may be provided by one or more entities.

ARTICLE VIII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. Subject to the provisions set forth in Article III, Section 5(d), the Shareholders shall have power to vote, (i) for the election of Trustees as provided in Article IV, Section 2; (ii) for the removal of Trustees as provided in Article IV, Section 3(d); (iii) with respect to any investment adviser or sub-investment adviser as provided in Article VII, Section 1; (iv) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 7; and (v) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any regulation of the Trust or the Securities and Exchange Commission or any State, or as the Trustees may consider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of votes and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all shares of the Trust (or each Series or Class) owned by the Shareholder. Any proxy may be in written form, telephonic or electronic form, including facsimile, and all such forms shall be valid when in conformance with procedures established and implemented by the officers of the Trust. Until Shares of a Series or Class are issued, the Trustees may exercise all rights of Shareholders of such Series or Class with respect to matters affecting such Series or Class, and may take any action with respect to the Trust or such Series or Class required or permitted by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Section 2. Meetings. A Shareholders' meeting shall be held as specified in Section 2 of Article IV at the principal office of the Trust or such other place as the Trustees may designate. Special meetings of the Shareholders may be called by the Trustees or the Chief Executive Officer of the Trust and shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth of the outstanding Shares of all Series and Classes entitled to vote. Shareholders shall be entitled to at least fifteen days' notice of any meeting.

Section 3. Quorum and Required Vote. Except as otherwise provided by law, the presence in person or by proxy of the holders of (a) one-half of the Shares of the Trust on all matters requiring a Majority Shareholder Vote, as defined in the Investment Company Act of 1940, or (b) one-third of the Shares of the Trust on all other matters permitted by law, in each case, entitled to vote without regard to Class shall constitute a quorum at any meeting of the Shareholders, except with respect to any matter which by law requires the separate approval of one or more Series or Classes, in which case the presence in person or by proxy of the holders of one-half or one-third, as set forth above, of the Shares of each Series or Class entitled to vote separately on the matter shall constitute a quorum. When any one or more Series or Class is entitled to vote as a single Series or Class, more than one-half, or one-third, as appropriate, of the Shares of each such Series or Class entitled to vote shall constitute a quorum at a Shareholders' meeting of that Series or Class. If a quorum shall not be present for the purpose of any vote that may properly come before the meeting, the Shares present in person or by proxy and entitled to vote at such meeting on such matter may, by plurality vote, adjourn the meeting from time to time to such place and time without further notice than by announcement to be given at the meeting until a quorum entitled to vote on such matter shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened. Subject to any applicable requirement of law or of this Declaration of Trust or the By-Laws, a plurality of the votes cast shall elect a Trustee, and all other matters shall be decided by a majority of the votes cast and entitled to vote thereon.

Section 4. Action by Written Consent. Subject to the provisions of the 1940 Act and other applicable law, any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by applicable law or by any express provision of this Declaration of Trust or the By-Laws) consents to the action in writing. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 5. Additional Provisions. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters.

ARTICLE IX

CUSTODIAN

The Trustees may, in their discretion, from time to time enter into contracts providing for custodial and accounting services to the Trust or any Series or Class. The contracts shall be on the terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. Such services may be provided by one or more entities, including one or more sub-custodians.

ARTICLE X

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions.

(a)       The Trustees may from time to time declare and pay dividends to the Shareholders of any Series or Class, and the amount of such dividends and the payment of them shall be wholly in the discretion of the Trustees. The frequency of dividends and distributions to Shareholders may be determined by the Trustees pursuant to a standing resolution, or otherwise. Such dividends may be accrued and automatically reinvested in additional Shares (or fractions thereof) of the relevant Series or Class or another Series or Class, or paid in cash or additional Shares of the relevant Series or Class, all upon such terms and conditions as the Trustees may prescribe.

(b)        The Trustees may distribute in respect of any fiscal year as dividends and as capital gains distributions, respectively, amounts sufficient to enable any Series or Class to qualify as a regulated investment company and to avoid any liability for federal income or excise taxes in respect of that year.

(c)        The decision of the Trustees as to what constitutes income and what constitutes principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of any Series or Class shall be charged against principal and what against the income shall be final. Any income not distributed in any year may be permitted to accumulate and as long as not distributed may be invested from time to time in the same manner as the principal funds of any Series or Class.

(d)        All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the holders of that Series or Class in proportion to the number of Shares of that Series or Class held by such holders and recorded on the books of the Trust or its transfer agent at the date and time of record established for that payment.

Section 2. Redemptions and Repurchases.

(a)        In case any Shareholder of record of any Series or Class at any time desires to dispose of Shares of such Series or Class recorded in his name, he may deposit a written request (or such other form of request as the Trustees may from time to time authorize) requesting that the Trust purchase his Shares, together with such other instruments or authorizations to effect the transfer as the Trustees may from time to time require, at the office of the transfer agent, or as otherwise provided by the Trustees and the Trust shall purchase his Shares out of assets belonging to such Series or Class. The purchase price shall be the net asset value of his shares reduced by any redemption charge or deferred sales charge as the Trustees from time to time may determine.

Payment for such Shares shall be made by the Trust to the Shareholder of record within that time period required under the 1940 Act after the request (and, if required, such other instruments or authorizations of transfer) is received, subject to the right of the Trustees to postpone the date of payment pursuant to Section 4 of this Article X. If the redemption is postponed beyond the date on which it would normally occur by reason of a declaration by the Trustees suspending the right of redemption pursuant to Section 4 of this Article X, the right of the Shareholder to have his Shares purchased by the Trust shall be similarly suspended, and he may withdraw his request (or such other instruments or authorizations of transfer) from deposit if he so elects; or, if he does not so elect, the purchase price shall be the net asset value of his Shares determined next after termination of such suspension (reduced by any redemption charge or deferred sales charge), and payment therefor shall be made within the time period required under the 1940 Act.

(b)        The Trust may purchase Shares of a Series or Class by agreement with the owner thereof at a purchase price not exceeding the net asset value per Share (reduced by any redemption charge or deferred sales charge) determined (1) next after the purchase or contract of purchase is made or (2) at some later time.

(c)        The Trust may pay the purchase price (reduced by any redemption charge or deferred sales charge) in whole or in part by a distribution in kind of securities from the portfolio of the relevant Series or Class, taking such securities at the same value employed in determining net asset value, and selecting the securities in such manner as the Trustees may deem fair and equitable.

Section 3. Net Asset Value of Shares. The net asset value of each Share of a Series or Class outstanding shall be determined at such time or times as may be determined by or on behalf of the Trustees. The power and duty to determine net asset value may be delegated by the Trustees from time to time to one or more of the Trustees or officers of the Trust, to the other party to any contract entered into pursuant to Section 1 or 2 of Article VII or to the custodian or to a transfer agent or other person designated by the Trustees.

The net asset value of each Share of a Series or Class as of any particular time shall be the quotient (adjusted to the nearer cent) obtained by dividing the value, as of such time, of the net assets belonging to such Series or Class (i.e., the value of the assets belonging to such Series or Class less the liabilities belonging to such Series or Class exclusive of capital and surplus) by the total number of Shares outstanding of the Series or Class at such time in accordance with the requirements of the 1940 Act and applicable provisions of the By-Laws of the Trust in conformity with generally accepted accounting practices and principles.

The Trustees may declare a suspension of the determination of net asset value for the whole or any part of any period in accordance with the 1940 Act.

Section 4. Suspension of the Right of Redemption. The Trustees may declare a suspension of the right of redemption or postpone the date of payment for the whole or any part of any period in accordance with the 1940 Act.

Section 5. Trust's Right to Redeem Shares. The Trust shall have the right to cause the redemption of Shares of any Series or Class in any Shareholder's account for their then current net asset value and promptly make payment to the shareholder (which payment may be reduced by any applicable redemption charge or deferred sales charge), if (a) at any time the total investment in the account does not have a minimum dollar value determined from time to time by the Trustees in their sole discretion, (b) at any time a Shareholder fails to furnish certified Social Security or Tax Identification Numbers, or (c) at any time the Trustees determine in their sole discretion that failure to so redeem may have materially adverse consequences to the other Shareholders or the Trust or any Series or Class thereof.

ARTICLE XI

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Personal Liability and Indemnification of Shareholders. The Trustees, officers, employees or agents of the Trust shall have no power to bind any Shareholder of any Series or Class personally or to call upon such Shareholder for the payment of any sum of money or assessment whatsoever, other than such as the Shareholder may at any time agree to pay by way of subscription for any Shares or otherwise.

No Shareholder or former Shareholder of any Series or Class shall be liable solely by reason of his being or having been a Shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against or with respect to the Trust or any Series or Class arising out of any action taken or omitted for or on behalf of the Trust or such Series or Class, and the Trust or such Series or Class shall be solely liable therefor and resort shall be had solely to the property of the relevant Series or Class of the Trust for the payment or performance thereof.

Each Shareholder or former Shareholder of any Series or Class (or their heirs, executors, administrators or other legal representatives or, in case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against to the full extent of such liability and the costs of any litigation or other proceedings in which such liability shall have been determined, including, without limitation, the fees and disbursements of counsel if, contrary to the provisions hereof, such Shareholder or former Shareholder of such Series or Class shall be held to be personally liable. Such indemnification shall come exclusively from the assets of the relevant Series or Class.

The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against any Shareholder for any act or obligation of the Trust or any Series or Class and satisfy any judgment thereon.

Section 2. Limitation of Personal Liability and Indemnification of Trustees, Officers, Employees or Agents of the Trust. No Trustee, officer, employee or agent of the Trust shall have the power to bind any other Trustee, officer, employee or agent of the Trust personally. The Trustees, officers, employees or agents of the Trust in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the Trust, are, and each shall be deemed to be, acting as Trustee, officer, employee or agent of the Trust and not in his own individual capacity.

Trustees and officers of the Trust shall be liable for their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer, as the case may be, and for nothing else.

Each person who is or was a Trustee, officer, employee or agent of the Trust shall be entitled to indemnification out of the assets of the Trust (or of any Series or Class) to the extent provided in, and subject to the provisions of, the By-Laws, provided that no indemnification shall be granted in contravention of the 1940 Act.

Section 3. Express Exculpatory Clauses and Instruments.

(a)        All persons extending credit to, contracting with or having any claim against the Trust or a particular Series or Class shall only look to the assets of the Trust or the assets of that particular Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be liable therefor.

(b)       The Trustees shall use every reasonable means to assure that all persons having dealings with the Trust or any Series or Class shall be informed that the property of the Shareholders and the Trustees, officers, employees and agents of the Trust or any Series or Class shall not be subject to claims against or obligations of the Trust or any other Series or Class to any extent whatsoever. The Trustees shall cause to be inserted in any written agreement, undertaking or obligation made or issued on behalf of the Trust or any Series or Class (including certificates for Shares of any Series or Class) an appropriate reference to the provisions of this Declaration of Trust, providing that neither the Shareholders, the Trustees, the officers, the employees nor any agent of the Trust or any Series or Class shall be liable thereunder, and that the other parties to such instrument shall look solely to the assets belonging to the relevant Series or Class for the payment of any claim thereunder or for the performance thereof; but the omission of such provisions from any such instrument shall not render any Shareholder, Trustee, officer, employee or agent liable, nor shall the Trustee, or any officer, agent or employee of the Trust or any Series or Class be liable to anyone for such omission. If, notwithstanding this provision, any Shareholder, Trustee, officer, employee or agent shall be held liable to any other person by reason of the omission of such provision from any such agreement, undertaking or obligation, the Shareholder, Trustee, officer, employee or agent shall be indemnified and reimbursed by the Trust.

ARTICLE XII

MISCELLANEOUS

Section 1. Trust is not a Partnership. It is hereby expressly declared that a trust and not a partnership is created hereby.

Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. Subject to the provisions of Article XI, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Article XI, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 3. Establishment of Record Dates. The Trustees may close the Share transfer books of the Trust maintained with respect to any Series or Class for a period not exceeding ninety (90) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect or the last day on which the consent or dissent of Shareholders of any Series or Class may be effectively expressed for any purpose; or in lieu of closing the Share transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding ninety (90) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders of any Series or Class, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect, or the last day on which the consent or dissent of Shareholders of any Series or Class may be effectively expressed for any purpose, as a record date for the determination of the Shareholders entitled to notice of, and, to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to exercise the right to give such consent or dissent, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or distribution, or to receive such allotment or rights, or to change, convert or exchange Shares of any Series or Class, or to exercise such rights, as the case may be, notwithstanding, after such date fixed aforesaid, any transfer of any Shares on the books of the Trust maintained with respect to any Series or Class. Nothing in the foregoing sentence shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.

Section 4. Termination of Trust.

(a)        This Trust shall continue without limitation of time but subject to the provisions of paragraphs (b), (c) and (d) of this Section 4.

(b)        The Trustees may, by majority action, with the approval of a Majority Shareholder Vote of each Series or Class entitled to vote as determined by the Trustees under Section 5(d) of Article III, sell and convey the assets of the Trust or any Series or Class to another trust or corporation. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to each Series or Class, the Trustees shall distribute the remaining assets belonging to each Series or Class ratably among the holders of the outstanding Shares of that Series or Class. The Trustees shall make a good faith determination that a conveyance of a part of the assets of a Series or Class is in the best interest of Shareholders of the relevant Series or Class.

(c)        The Trustees may at any time sell and convert into money all the assets of the Trust or any Series or Class without Shareholder approval, unless otherwise required by applicable law. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to each Series or Class, the Trustees shall distribute the remaining assets belonging to each Series or Class ratably among the holders of the outstanding Shares of that Series or Class.

(d)        Upon completion of the distribution of the remaining proceeds of the remaining assets as provided in paragraphs (b) and (c), the Trust or the applicable Series or Class shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder or with respect thereto and the right, title and interest of all parties shall be canceled and discharged.

Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts. The Trust shall maintain a usual place of business in Massachusetts, which shall be determined by the Trustees, and shall continue to maintain an office at such address unless changed by the Trustees to another location in Massachusetts. The Trust may maintain other offices as the Trustees may from time to time determine. The original or a copy of this instrument and of each declaration of trust supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each supplemental declaration of trust shall be filed by the Trustees with the Massachusetts Secretary of State and the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 6. Applicable Law. The Trust set forth in this instrument is created under and is to be governed by and construed and administered according to the laws of The Commonwealth of Massachusetts. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust.

Section 7. Amendments -- General. All rights granted to the Shareholders under this Declaration of Trust are granted subject to the reservation of the right to amend this Declaration of Trust as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration of Trust (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration of Trust that adversely affects the rights of Shareholders may be adopted at any time by an instrument signed in writing by a majority of the then Trustees (or by any officer of the Trust pursuant to the vote of a majority of such Trustees) when authorized to do so by the vote of the Shareholders holding a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer to the effect that such amendment has been duly adopted. Copies of the amendment to this Declaration of Trust shall be filed as specified in Section 5 of this Article XII. A restated Declaration of Trust, integrating into a single instrument all of the provisions of the Declaration of Trust which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall be effective upon filing as specified in Section 5.

Section 8. Amendments -- Series and Classes. The establishment and designation of any Series or Class of Shares in addition to those established and designated in Section 5 of Article III hereof shall be effective upon the execution by a majority of the then Trustees, without the need for Shareholder approval, of an amendment to this Declaration of Trust, taking the form of a complete restatement or otherwise, setting forth such establishment and designation and the relative rights and preferences of any such Series or Class, or as otherwise provided in such instrument.

Without limiting the generality of the foregoing, the Declaration of the Trust may be amended without the need for Shareholder approval to:

(a)        create one or more Series or Classes of Shares (in addition to any Series or Classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as Shares of particular Series or Classes in accordance with such eligibility requirements;

(b)        combine two or more Series or Classes of Shares into a single Series or Class on such terms and conditions as the Trustees shall determine;

(c)        change or eliminate any eligibility requirements for investment in Shares of any Series or Class, including without limitation the power to provide for the issue of Shares of any Series or Class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company;

(d)        change the designation of any Series or Class of Shares;

(e)        change the method of allocating dividends among the various Series and Classes of Shares;

(f)        allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series and Classes of Shares; and

(g)        specifically allocate assets to any or all Series or Classes of Shares or create one or more additional Series or Classes of Shares which are preferred over all other Series or Classes of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or Classes.

Section 9. Use of Name. The Trust acknowledges that “Federated Investors, Inc.” has reserved the right to grant the non-exclusive use of the name “Federated MDT Series” or any derivative thereof to any other investment company, investment company portfolio, investment adviser, distributor, or other business enterprise, and to withdraw from the Trust or one or more Series or Classes any right to the use of the name “Federated MDT Series”.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the day and year first above written.

 

/s/ J. Christopher Donahue

J. Christopher Donahue

 

/s/ John W. McGonigle

John W. McGonigle

 

/s/ Peter J. Germain

Peter J. Germain

 
 

The preceding Declaration of Trust is a clean copy incorporating all amendments. The following pages include the document as originally filed with the commonwealth of Massachusetts and each individual amendment that has been incorporated.

 
 

FEDERATED MDT SERIES

DECLARATION OF TRUST

 

Dated May 18, 2006

 

DECLARATION OF TRUST made this 18th day of May, 2006, by the undersigned, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.

WHEREAS, the Trustees desire to establish a trust fund for the investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust fund hereunder shall be held and managed under this Declaration of Trust IN TRUST as herein set forth below.

 

ARTICLE I

NAMES AND DEFINITIONS

Section 1. Name. This Trust shall be known as Federated MDT Series, and the Trustees may conduct the business of the Trust under that name or any other name as they may determine from time to time.

Section 2. Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a)       The terms "Affiliated Person," "Assignment," "Commission," "Interested Person," "Majority Shareholder Vote" (the 67% or 50% requirement of Section 2(a)(42) of the 1940 Act, whichever may be applicable) and "Principal Underwriter" shall have the meanings given them in the 1940 Act, as amended from time to time;

(b)       The "Trust" refers to the Massachusetts Business Trust established by this Declaration of Trust, as amended from time to time, inclusive of each and every Series and Class established hereunder;

(c)       "Class" refers to a class of Shares established and designated under or in accordance with the provisions of Article III;

(d)       "Series" refers to a series of Shares established and designated under or in accordance with the provisions of Article III;

(e)       "Series Company" refers to the form of a registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provision;

(f)       "Shareholder" means a record owner of Shares of any Series or Class;

(g)       "Trustees" refer to the individual Trustees in their capacity as Trustees hereunder of the Trust and their successor or successors for the time being in office as such Trustees;

(h)       "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust shall be divided from time to time, or if more than one Series or Class of Shares is authorized by the Trustees, the equal proportionate units into which each Series or Class of Shares shall be divided from time to time and includes fractions of Shares as well as whole Shares;

(i)       The "1940 Act" refers to the Investment Company Act of 1940, and the Rules and Regulations thereunder, (including any exemptions granted thereunder) as amended from time to time; and

(j)       "By-Laws" shall mean the By-Laws of the Trust as amended from time to time.

ARTICLE II

PURPOSE OF TRUST

The purpose of this Trust is to operate as an investment company, and provide investors a continuous source of managed investments by investing primarily in securities, derivative securities, and also in debt instruments, commodities, commodity contracts and options thereon, and other property.

ARTICLE III

BENEFICIAL INTEREST

Section 1. Shares of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into transferable Shares, without par value. Subject to the provisions of Section 5 of this Article III, each Share shall have voting rights as provided in Article VIII hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article X, Section 1 hereof. The Shares of any Series may be issued in one or more Classes, as the Trustees may authorize pursuant to Article XII, Section 8 hereof. Unless the Trustees have authorized the issuance of Shares of a Series in two or more Classes, each Share of a Series shall represent an equal proportionate interest in the assets and liabilities and the income and the expenses of the Series with each other Share of the same Series, none having priority or preference over another. If the Trustees have authorized the issuance of Shares of a Series in two or more Classes, then the Classes may have such variations as to dividend, redemption, and voting rights, net asset values, expenses borne by the Classes, and other matters as the Trustees have authorized provided that each Share of a Class shall represent an equal proportionate interest in the assets and liabilities and the income and the expenses of the Class with each other Share of the same Class, none having priority or preference over another. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the Shares of any Series or Class into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series or Class.

Section 2. Ownership of Shares. The ownership of Shares shall be recorded in the books of the Trust or a transfer agent which books shall be maintained separately for the Shares of each Series or Class. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust or any transfer agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series or Class and as to the number of Shares of each Series or Class held from time to time by each.

Section 3. Investment in the Trust. The Trustees shall accept investments in the Trust from such persons and on such terms as they may from time to time authorize. After the date of the initial contribution of capital (which shall occur prior to the initial public offering of Shares), the number of Shares to represent the initial contribution shall be considered as outstanding and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust to be allocated among any Series or Classes in the manner described in Section 5(a) of this Article. Subsequent to such initial contribution of capital, Shares (including Shares which may have been redeemed or repurchased by the Trust) may be issued or sold at a price which will net the relevant Series or Class, as the case may be, before paying any taxes in connection with such issue or sale, not less than the net asset value (as defined in Article X, Section 3) thereof; provided, however, that the Trustees may in their discretion impose a sales charge upon investments in or redemptions from the Trust, and upon reinvestments of dividends and capital gains in Shares.

Section 4. No Pre-emptive Right; Action by Shareholder. Shareholders shall have no pre-emptive or other right to subscribe to any additional Shares or other securities issued by the Trust. No action may be brought by a Shareholder on behalf of the Trust unless a prior demand regarding such matter has been made on the Trustees of the Trust.

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the initial Series shall be, and is established and designated as,

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Mid Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Value Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Tax Aware/All Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares

Shares of any Series or Class established in this Section 5 shall have the following relative rights and preferences:

(a)       Assets belonging to Series or Class. All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" that Series or Class. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series or Class (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series or Class shall belong to that Series or Class. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.

(b)       Liabilities Belonging to Series or Class. The assets belonging to each particular Series or Class shall be charged with the liabilities of the Trust in respect to that Series or Class and all expenses, costs, charges and reserves attributable to that Series or Class, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series or Class are herein referred to as "liabilities belonging to" that Series or Class. Each allocation of liabilities belonging to a Series or Class by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.

(c)       Dividends, Distributions, Redemptions, Repurchases and Indemnification. Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article X, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class) with respect to, nor any redemption or repurchase of the Shares of any Series or Class shall be effected by the Trust other than from the assets belonging to such Series or Class, nor except as specifically provided in Section 1 of Article XI hereof, shall any Shareholder of any particular Series or Class otherwise have any right or claim against the assets belonging to any other Series or Class except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or Class.

(d)       Voting. Notwithstanding any of the other provisions of this Declaration of Trust, including, without limitation, Section 1 of Article VIII, only Shareholders of a particular Series or Class shall be entitled to vote on any matters affecting such Series or Class. Except with respect to matters as to which any particular Series or Class is affected materially differently or as otherwise required by applicable law, all of the Shares of each Series or Class shall, on matters as to which such Series or Class is entitled to vote, vote with other Series or Classes so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more Series or Classes as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such Series or Classes, separately.

(e)       Fraction. Any fractional Share of a Series or Class shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust or of any Series or Class.

(f)       Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to exchange said Shares for Shares of one or more other Series or Classes in accordance with such requirements and procedures as may be established by the Trustees.

(g)       Combination of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, unless otherwise required by applicable law, to combine the assets and liabilities belonging to a single Series or Class with the assets and liabilities of one or more other Series or Classes.

(h)       Elimination of Series or Classes. The Trustees shall have the authority, without the approval of Shareholders of any Series or Class, unless otherwise required by applicable law, to amend this Declaration of Trust to abolish that Series or Class and to rescind the establishment and designation thereof.

ARTICLE IV

THE TRUSTEES

Section 1. Management of the Trust. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. The Trustees who shall serve as Trustees are the undersigned.

Section 2. Election of Trustees by Shareholders. Unless otherwise required by the 1940 Act or any court or regulatory body of competent jurisdiction, or unless the Trustees determine otherwise, a Trustee shall be elected by the Trustees, and Shareholders shall have no right to elect Trustees.

Section 3. Term of Office of Trustees. The Trustees shall hold office during the lifetime of this Trust, and until its termination as hereinafter provided; except (a) that any Trustee may resign his office at any time by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has become mentally or physically incapacitated may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) a Trustee may be removed at any special meeting of Shareholders of the Trust by a vote of two-thirds of the outstanding Shares. Any removals shall be effective as to the Trust and each Series and Class hereunder.

Section 4. Termination of Service and Appointment of Trustees. In case of the death, resignation, retirement, removal or mental or physical incapacity of any of the Trustees, or in case a vacancy shall, by reason of an increase in number, or for any other reason, exist, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this Trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. Any appointment authorized by this Section 4 is subject to the provisions of Section 16(a) of the 1940 Act.

Section 5. Number of Trustees. The number of Trustees, not less than three (3) nor more than twenty (20) serving hereunder at any time, shall be determined by the Trustees themselves.

Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled or while any Trustee is physically or mentally incapacitated, the other Trustees shall have all the powers hereunder and the certificate signed by a majority of the other Trustees of such vacancy, absence or incapacity shall be conclusive, provided, however, that no vacancy which reduces the number of Trustees below three (3) shall remain unfilled for a period longer than six calendar months.

Section 6. Effect of Death, Resignation, etc. of a Trustee. The death, resignation, retirement, removal, or mental or physical incapacity of the Trustees, or any one or more of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

Section 7. Ownership of Assets. The assets belonging to each Series or Class shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustee. All of the assets belonging to each Series or Class or owned by the Trust shall at all times be considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership interest in any individual asset belonging to any Series or Class or owned by the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in a Series or Class.

ARTICLE V

POWERS OF THE TRUSTEES

Section 1. Powers. The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust or a Series or Class. The Trustees shall not be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their uncontrolled discretion, shall deem proper to accomplish the purpose of this Trust. Without limiting the foregoing, the Trustees shall have the following specific powers and authority, subject to any applicable limitation in the 1940 Act or in this Declaration of Trust or in the By-Laws of the Trust:

(a)       To buy, and invest funds in their hands in securities and other property, including, but not limited to, common stocks, preferred stocks, bonds, debentures, warrants and rights to purchase securities, options, certificates of beneficial interest, money market instruments, notes or other evidences of indebtedness issued by any corporation, trust or association, domestic or foreign, or issued or guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any State of the United States, or by any political subdivision or agency or instrumentality of any State or foreign country, or "when-issued" or "delayed-delivery" contracts for any such securities, or any repurchase agreement or reverse repurchase agreement, or debt instruments, commodities, commodity contracts and options thereon, or to retain assets belonging to each and every Series or Class in cash, and from time to time to change the investments of the assets belonging to each Series or Class;

(b)       To adopt By-Laws of the Trust not inconsistent with the Declaration of Trust providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders;

(c)       To elect and remove such officers of the Trust and appoint and terminate such agents of the Trust as they consider appropriate;

(d)       To appoint or otherwise engage a bank or other entity permitted by the 1940 Act, as custodian of any assets belonging to any Series or Class subject to any conditions set forth in this Declaration of Trust or in the By-Laws;

(e)       To appoint or otherwise engage transfer agents, dividend disbursing agents, Shareholder servicing agents, investment advisers, sub-investment advisers, principal underwriters, administrative service agents, and such other agents as the Trustees may from time to time appoint or otherwise engage;

(f)       To provide for the distribution of any Shares of any Series or Class either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both;

(g)       To set record dates in the manner hereinafter provided for;

(h)       To delegate such authority as they consider desirable to a committee or committees composed of Trustees, including without limitation, an Executive Committee, or to any officers of the Trust and to any agent, custodian or underwriter;

(i)       To sell or exchange any or all of the assets belonging to one or more Series or Classes, subject to the provisions of Article XII, Section 4(b) hereof;

(j)       To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons, including the investment adviser of the Trust as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(k)       To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or other property;

(l)       To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form; or either in its own name or in the name of a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual business practice of Massachusetts business trusts or investment companies;

(m)       To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which belongs to any Series or Class; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security which belongs to any Series or Class;

(n)       To engage in and to prosecute, compound, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust, and out of the assets belonging to any Series or Class to pay, or to satisfy, any debts, claims or expenses incurred in connection therewith, including those of litigation, upon any evidence that the Trustees may deem sufficient (such powers shall include without limitation any actions, suits, proceedings, disputes, claims, demands and things relating to the Trust wherein any of the Trustees may be named individually and the subject matter of which arises by reason of business for or on behalf of the Trust);

(o)       To make distributions of income and of capital gains to Shareholders;

(p)       To borrow money;

(q)       From time to time to issue and sell the Shares of any Series or Class either for cash or for property whenever and in such amounts as the Trustees may deem desirable, but subject to the limitation set forth in Section 3 of Article III.

(r)       To purchase insurance of any kind, including, without limitation, insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such;

(s)       To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options with respect to or otherwise deal in any property rights relating to any or all of the assets belonging to any Series or Class;

The Trustees shall have all of the powers set forth in this Section 1 with respect to all assets and liabilities of each Series and Class.

Section 2. Principal Transactions. The Trustees shall not cause the Trust on behalf of any Series or Class to buy any securities (other than Shares) from or sell any securities (other than Shares) to, or lend any assets belonging to any Series or Class to any Trustee or officer or employee of the Trust or any firm of which any such Trustee or officer is a member acting as principal unless permitted by the 1940 Act, but the Trust may employ any such other party or any such person or firm or company in which any such person is an interested person in any capacity not prohibited by the 1940 Act.

Section 3. Trustees and Officers as Shareholders. Any Trustee, officer, employee or other agent of the Trust may acquire, own and dispose of Shares of any Series or Class to the same extent as if he were not a Trustee, officer, employee or agent; and the Trustees may issue and sell or cause to be issued or sold Shares of any Series or Class to and buy such Shares from any such person or any firm or company in which he is an interested person subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the By-Laws.

Section 4. Parties to Contract. The Trustees may enter into any contract of the character described in Article VII or in Article IX hereof or any other capacity not prohibited by the 1940 Act with any corporation, firm, partnership, trust or association, although one or more of the shareholders, Trustees, officers, employees or agents of the Trust or their affiliates may be an officer, director, trustee, partner, shareholder or interested person of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust or any Series or Class under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, in the absence of actual fraud. The same person (including a firm, corporation, partnership, trust or association) may be the other party to contracts entered into pursuant to Article VII or Article IX or any other capacity not prohibited by the 1940 Act, and any individual may be financially interested or otherwise an interested person of persons who are parties to any or all of the contracts mentioned in this Section 4.

ARTICLE VI

TRUSTEES' EXPENSES AND COMPENSATION

Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from the assets belonging to each particular Series or Class for all of such Trustees' expenses as such expenses are allocated to and among any one or more of the Series or Classes pursuant to Article III, Section 5(b), including, without limitation, expenses of organizing the Trust or any Series or Class and continuing its or their existence; fees and expenses of Trustees and officers of the Trust; fees for investment advisory services, administrative services and principal underwriting services provided for in Article VII, Sections 1, 2 and 3; fees and expenses of preparing and printing Registration Statements under the Securities Act of 1933 and the 1940 Act and any amendments thereto; expenses of registering and qualifying the Trust and any Series or Class and the Shares of any Series or Class under federal and state laws and regulations; expenses of preparing, printing and distributing prospectuses and any amendments thereto sent to shareholders, underwriters, broker-dealers and to investors who may be considering the purchase of Shares; expenses of registering, licensing or other authorization of the Trust or any Series or Class as a broker-dealer and of its or their officers as agents and salesmen under federal and state laws and regulations; interest expenses, taxes, fees and commissions of every kind; expenses of issue (including cost of share certificates), purchases, repurchases and redemptions of Shares, including expenses attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, Shareholder servicing agents and registrars; printing and mailing costs; auditing, accounting and legal expenses; reports to Shareholders and governmental officers and commissions; expenses of meetings of Shareholders and proxy solicitations therefor; insurance expenses; association membership dues and nonrecurring items as may arise, including all losses and liabilities by them incurred in administering the Trust and any Series or Class, including expenses incurred in connection with litigation, proceedings and claims and the obligations of the Trust under Article XI hereof and the By-Laws to indemnify its Trustees, officers, employees, shareholders and agents, and any contract obligation to indemnify Principal Underwriters under Section 3 of Article VII; and for the payment of such expenses, disbursements, losses and liabilities, the Trustees shall have a lien on the assets belonging to each Series or Class prior to any rights or interests of the Shareholders of any Series or Class. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

 

Section 2. Trustee Compensation. The Trustees shall be entitled to compensation from the Trust from the assets belonging to any Series or Class for their respective services as Trustees, to be determined from time to time by vote of the Trustees, and the Trustees shall also determine the compensation of all officers, employees, consultants and agents whom they may elect or appoint. The Trust may pay out of the assets belonging to any Series or Class any Trustee or any corporation, firm, partnership, trust or other entity of which a Trustee is an interested person for services rendered in any capacity not prohibited by the 1940 Act, and such payments shall not be deemed compensation for services as a Trustee under the first sentence of this Section 2 of Article VI.

ARTICLE VII

INVESTMENT ADVISER, ADMINISTRATIVE SERVICES, PRINCIPAL UNDERWRITER AND TRANSFER_AGENT

Section 1. Investment Adviser. Subject to a Majority Shareholder Vote by the relevant Series or Class to the extent such vote is required by law, the Trustees may in their discretion from time to time enter into an investment advisory contract whereby the other party to such contract shall undertake to furnish the Trustees investment advisory services for such Series or Class upon such terms and conditions and for such compensation as the Trustees may in their discretion determine. Subject to a Majority Shareholder Vote by the relevant Series or Class to the extent such vote is required by law, the investment adviser may enter into a sub-investment advisory contract to receive investment advice and/or statistical and factual information from the sub-investment adviser for such Series or Class upon such terms and conditions and for such compensation as the Trustees, in their discretion, may agree. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the investment adviser or sub-investment adviser or any person furnishing administrative personnel and services as set forth in Article VII, Section 2 (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities belonging to a Series or Class on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may also authorize the investment adviser to determine what firms shall be employed to effect transactions in securities for the account of a Series or Class and to determine what firms shall participate in any such transactions or shall share in commissions or fees charged in connection with such transactions.

Section 2. Administrative Services. The Trustees may in their discretion from time to time contract for administrative personnel and services whereby the other party shall agree to provide the Trustees administrative personnel and services to operate the Trust or a Series or Class on a daily basis, on such terms and conditions as the Trustees may in their discretion determine. Such services may be provided by one or more entities.

Section 3. Principal Underwriter. The Trustees may in their discretion from time to time enter into an exclusive or nonexclusive contract or contracts providing for the sale of the Shares of a Series or Class to net such Series or Class not less than the amount provided in Article III, Section 3 hereof, whereby a Series or Class may either agree to sell the Shares to the other party to the contract or appoint such other party its sales agent for such shares. In either case, the contract shall be on such terms and conditions (including indemnification of Principal Underwriters allowable under applicable law and regulation) as the Trustees may in their discretion determine not inconsistent with the provisions of this Article VII; and such contract may also provide for the repurchase or sale of Shares of a Series or Class by such other party as principal or as agent of the Trust and may provide that the other party may maintain a market for shares of a Series or Class.

Section 4. Transfer Agent. The Trustees may in their discretion from time to time enter into transfer agency and Shareholder services contracts whereby the other party shall undertake to furnish transfer agency and Shareholder services. The contracts shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. Such services may be provided by one or more entities.

ARTICLE VIII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. Subject to the provisions set forth in Article III, Section 5(d), the Shareholders shall have power to vote, (i) for the election of Trustees as provided in Article IV, Section 2; (ii) for the removal of Trustees as provided in Article IV, Section 3(d); (iii) with respect to any investment adviser or sub-investment adviser as provided in Article VII, Section 1; (iv) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 7; and (v) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any regulation of the Trust or the Securities and Exchange Commission or any State, or as the Trustees may consider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of votes and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all shares of the Trust (or each Series or Class) owned by the Shareholder. Any proxy may be in written form, telephonic or electronic form, including facsimile, and all such forms shall be valid when in conformance with procedures established and implemented by the officers of the Trust. Until Shares of a Series or Class are issued, the Trustees may exercise all rights of Shareholders of such Series or Class with respect to matters affecting such Series or Class, and may take any action with respect to the Trust or such Series or Class required or permitted by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Section 2. Meetings. A Shareholders' meeting shall be held as specified in Section 2 of Article IV at the principal office of the Trust or such other place as the Trustees may designate. Special meetings of the Shareholders may be called by the Trustees or the Chief Executive Officer of the Trust and shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth of the outstanding Shares of all Series and Classes entitled to vote. Shareholders shall be entitled to at least fifteen days' notice of any meeting.

Section 3. Quorum and Required Vote. Except as otherwise provided by law, the presence in person or by proxy of the holders of (a) one-half of the Shares of the Trust on all matters requiring a Majority Shareholder Vote, as defined in the Investment Company Act of 1940, or (b) one-third of the Shares of the Trust on all other matters permitted by law, in each case, entitled to vote without regard to Class shall constitute a quorum at any meeting of the Shareholders, except with respect to any matter which by law requires the separate approval of one or more Series or Classes, in which case the presence in person or by proxy of the holders of one-half or one-third, as set forth above, of the Shares of each Series or Class entitled to vote separately on the matter shall constitute a quorum. When any one or more Series or Class is entitled to vote as a single Series or Class, more than one-half, or one-third, as appropriate, of the Shares of each such Series or Class entitled to vote shall constitute a quorum at a Shareholders' meeting of that Series or Class. If a quorum shall not be present for the purpose of any vote that may properly come before the meeting, the Shares present in person or by proxy and entitled to vote at such meeting on such matter may, by plurality vote, adjourn the meeting from time to time to such place and time without further notice than by announcement to be given at the meeting until a quorum entitled to vote on such matter shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened. Subject to any applicable requirement of law or of this Declaration of Trust or the By-Laws, a plurality of the votes cast shall elect a Trustee, and all other matters shall be decided by a majority of the votes cast and entitled to vote thereon.

Section 4. Action by Written Consent. Subject to the provisions of the 1940 Act and other applicable law, any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by applicable law or by any express provision of this Declaration of Trust or the By-Laws) consents to the action in writing. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 5. Additional Provisions. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters.

ARTICLE IX

CUSTODIAN

The Trustees may, in their discretion, from time to time enter into contracts providing for custodial and accounting services to the Trust or any Series or Class. The contracts shall be on the terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. Such services may be provided by one or more entities, including one or more sub-custodians.

ARTICLE X

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions.

(a)       The Trustees may from time to time declare and pay dividends to the Shareholders of any Series or Class, and the amount of such dividends and the payment of them shall be wholly in the discretion of the Trustees. The frequency of dividends and distributions to Shareholders may be determined by the Trustees pursuant to a standing resolution, or otherwise. Such dividends may be accrued and automatically reinvested in additional Shares (or fractions thereof) of the relevant Series or Class or another Series or Class, or paid in cash or additional Shares of the relevant Series or Class, all upon such terms and conditions as the Trustees may prescribe.

(b)        The Trustees may distribute in respect of any fiscal year as dividends and as capital gains distributions, respectively, amounts sufficient to enable any Series or Class to qualify as a regulated investment company and to avoid any liability for federal income or excise taxes in respect of that year.

(c)        The decision of the Trustees as to what constitutes income and what constitutes principal shall be final, and except as specifically provided herein the decision of the Trustees as to what expenses and charges of any Series or Class shall be charged against principal and what against the income shall be final. Any income not distributed in any year may be permitted to accumulate and as long as not distributed may be invested from time to time in the same manner as the principal funds of any Series or Class.

(d)        All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the holders of that Series or Class in proportion to the number of Shares of that Series or Class held by such holders and recorded on the books of the Trust or its transfer agent at the date and time of record established for that payment.

Section 2. Redemptions and Repurchases.

(a)        In case any Shareholder of record of any Series or Class at any time desires to dispose of Shares of such Series or Class recorded in his name, he may deposit a written request (or such other form of request as the Trustees may from time to time authorize) requesting that the Trust purchase his Shares, together with such other instruments or authorizations to effect the transfer as the Trustees may from time to time require, at the office of the transfer agent, or as otherwise provided by the Trustees and the Trust shall purchase his Shares out of assets belonging to such Series or Class. The purchase price shall be the net asset value of his shares reduced by any redemption charge or deferred sales charge as the Trustees from time to time may determine.

Payment for such Shares shall be made by the Trust to the Shareholder of record within that time period required under the 1940 Act after the request (and, if required, such other instruments or authorizations of transfer) is received, subject to the right of the Trustees to postpone the date of payment pursuant to Section 4 of this Article X. If the redemption is postponed beyond the date on which it would normally occur by reason of a declaration by the Trustees suspending the right of redemption pursuant to Section 4 of this Article X, the right of the Shareholder to have his Shares purchased by the Trust shall be similarly suspended, and he may withdraw his request (or such other instruments or authorizations of transfer) from deposit if he so elects; or, if he does not so elect, the purchase price shall be the net asset value of his Shares determined next after termination of such suspension (reduced by any redemption charge or deferred sales charge), and payment therefor shall be made within the time period required under the 1940 Act.

(b)        The Trust may purchase Shares of a Series or Class by agreement with the owner thereof at a purchase price not exceeding the net asset value per Share (reduced by any redemption charge or deferred sales charge) determined (1) next after the purchase or contract of purchase is made or (2) at some later time.

(c)        The Trust may pay the purchase price (reduced by any redemption charge or deferred sales charge) in whole or in part by a distribution in kind of securities from the portfolio of the relevant Series or Class, taking such securities at the same value employed in determining net asset value, and selecting the securities in such manner as the Trustees may deem fair and equitable.

Section 3. Net Asset Value of Shares. The net asset value of each Share of a Series or Class outstanding shall be determined at such time or times as may be determined by or on behalf of the Trustees. The power and duty to determine net asset value may be delegated by the Trustees from time to time to one or more of the Trustees or officers of the Trust, to the other party to any contract entered into pursuant to Section 1 or 2 of Article VII or to the custodian or to a transfer agent or other person designated by the Trustees.

The net asset value of each Share of a Series or Class as of any particular time shall be the quotient (adjusted to the nearer cent) obtained by dividing the value, as of such time, of the net assets belonging to such Series or Class (i.e., the value of the assets belonging to such Series or Class less the liabilities belonging to such Series or Class exclusive of capital and surplus) by the total number of Shares outstanding of the Series or Class at such time in accordance with the requirements of the 1940 Act and applicable provisions of the By-Laws of the Trust in conformity with generally accepted accounting practices and principles.

The Trustees may declare a suspension of the determination of net asset value for the whole or any part of any period in accordance with the 1940 Act.

Section 4. Suspension of the Right of Redemption. The Trustees may declare a suspension of the right of redemption or postpone the date of payment for the whole or any part of any period in accordance with the 1940 Act.

Section 5. Trust's Right to Redeem Shares. The Trust shall have the right to cause the redemption of Shares of any Series or Class in any Shareholder's account for their then current net asset value and promptly make payment to the shareholder (which payment may be reduced by any applicable redemption charge or deferred sales charge), if (a) at any time the total investment in the account does not have a minimum dollar value determined from time to time by the Trustees in their sole discretion, (b) at any time a Shareholder fails to furnish certified Social Security or Tax Identification Numbers, or (c) at any time the Trustees determine in their sole discretion that failure to so redeem may have materially adverse consequences to the other Shareholders or the Trust or any Series or Class thereof.

ARTICLE XI

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Personal Liability and Indemnification of Shareholders. The Trustees, officers, employees or agents of the Trust shall have no power to bind any Shareholder of any Series or Class personally or to call upon such Shareholder for the payment of any sum of money or assessment whatsoever, other than such as the Shareholder may at any time agree to pay by way of subscription for any Shares or otherwise.

No Shareholder or former Shareholder of any Series or Class shall be liable solely by reason of his being or having been a Shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against or with respect to the Trust or any Series or Class arising out of any action taken or omitted for or on behalf of the Trust or such Series or Class, and the Trust or such Series or Class shall be solely liable therefor and resort shall be had solely to the property of the relevant Series or Class of the Trust for the payment or performance thereof.

Each Shareholder or former Shareholder of any Series or Class (or their heirs, executors, administrators or other legal representatives or, in case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against to the full extent of such liability and the costs of any litigation or other proceedings in which such liability shall have been determined, including, without limitation, the fees and disbursements of counsel if, contrary to the provisions hereof, such Shareholder or former Shareholder of such Series or Class shall be held to be personally liable. Such indemnification shall come exclusively from the assets of the relevant Series or Class.

The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against any Shareholder for any act or obligation of the Trust or any Series or Class and satisfy any judgment thereon.

Section 2. Limitation of Personal Liability and Indemnification of Trustees, Officers, Employees or Agents of the Trust. No Trustee, officer, employee or agent of the Trust shall have the power to bind any other Trustee, officer, employee or agent of the Trust personally. The Trustees, officers, employees or agents of the Trust in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the Trust, are, and each shall be deemed to be, acting as Trustee, officer, employee or agent of the Trust and not in his own individual capacity.

Trustees and officers of the Trust shall be liable for their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer, as the case may be, and for nothing else.

Each person who is or was a Trustee, officer, employee or agent of the Trust shall be entitled to indemnification out of the assets of the Trust (or of any Series or Class) to the extent provided in, and subject to the provisions of, the By-Laws, provided that no indemnification shall be granted in contravention of the 1940 Act.

Section 3. Express Exculpatory Clauses and Instruments.

(a)        All persons extending credit to, contracting with or having any claim against the Trust or a particular Series or Class shall only look to the assets of the Trust or the assets of that particular Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be liable therefor.

(b)       The Trustees shall use every reasonable means to assure that all persons having dealings with the Trust or any Series or Class shall be informed that the property of the Shareholders and the Trustees, officers, employees and agents of the Trust or any Series or Class shall not be subject to claims against or obligations of the Trust or any other Series or Class to any extent whatsoever. The Trustees shall cause to be inserted in any written agreement, undertaking or obligation made or issued on behalf of the Trust or any Series or Class (including certificates for Shares of any Series or Class) an appropriate reference to the provisions of this Declaration of Trust, providing that neither the Shareholders, the Trustees, the officers, the employees nor any agent of the Trust or any Series or Class shall be liable thereunder, and that the other parties to such instrument shall look solely to the assets belonging to the relevant Series or Class for the payment of any claim thereunder or for the performance thereof; but the omission of such provisions from any such instrument shall not render any Shareholder, Trustee, officer, employee or agent liable, nor shall the Trustee, or any officer, agent or employee of the Trust or any Series or Class be liable to anyone for such omission. If, notwithstanding this provision, any Shareholder, Trustee, officer, employee or agent shall be held liable to any other person by reason of the omission of such provision from any such agreement, undertaking or obligation, the Shareholder, Trustee, officer, employee or agent shall be indemnified and reimbursed by the Trust.

ARTICLE XII

MISCELLANEOUS

Section 1. Trust is not a Partnership. It is hereby expressly declared that a trust and not a partnership is created hereby.

Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. Subject to the provisions of Article XI, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Article XI, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 3. Establishment of Record Dates. The Trustees may close the Share transfer books of the Trust maintained with respect to any Series or Class for a period not exceeding ninety (90) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect or the last day on which the consent or dissent of Shareholders of any Series or Class may be effectively expressed for any purpose; or in lieu of closing the Share transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding ninety (90) days preceding the date of any meeting of Shareholders of the Trust or any Series or Class, or the date for the payment of any dividend or the making of any distribution to Shareholders of any Series or Class, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares of any Series or Class shall go into effect, or the last day on which the consent or dissent of Shareholders of any Series or Class may be effectively expressed for any purpose, as a record date for the determination of the Shareholders entitled to notice of, and, to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to exercise the right to give such consent or dissent, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or distribution, or to receive such allotment or rights, or to change, convert or exchange Shares of any Series or Class, or to exercise such rights, as the case may be, notwithstanding, after such date fixed aforesaid, any transfer of any Shares on the books of the Trust maintained with respect to any Series or Class. Nothing in the foregoing sentence shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.

Section 4. Termination of Trust.

(a)        This Trust shall continue without limitation of time but subject to the provisions of paragraphs (b), (c) and (d) of this Section 4.

(b)        The Trustees may, by majority action, with the approval of a Majority Shareholder Vote of each Series or Class entitled to vote as determined by the Trustees under Section 5(d) of Article III, sell and convey the assets of the Trust or any Series or Class to another trust or corporation. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to each Series or Class, the Trustees shall distribute the remaining assets belonging to each Series or Class ratably among the holders of the outstanding Shares of that Series or Class. The Trustees shall make a good faith determination that a conveyance of a part of the assets of a Series or Class is in the best interest of Shareholders of the relevant Series or Class.

(c)        The Trustees may at any time sell and convert into money all the assets of the Trust or any Series or Class without Shareholder approval, unless otherwise required by applicable law. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to each Series or Class, the Trustees shall distribute the remaining assets belonging to each Series or Class ratably among the holders of the outstanding Shares of that Series or Class.

(d)        Upon completion of the distribution of the remaining proceeds of the remaining assets as provided in paragraphs (b) and (c), the Trust or the applicable Series or Class shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder or with respect thereto and the right, title and interest of all parties shall be canceled and discharged.

Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts. The Trust shall maintain a usual place of business in Massachusetts, which shall be determined by the Trustees, and shall continue to maintain an office at such address unless changed by the Trustees to another location in Massachusetts. The Trust may maintain other offices as the Trustees may from time to time determine. The original or a copy of this instrument and of each declaration of trust supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each supplemental declaration of trust shall be filed by the Trustees with the Massachusetts Secretary of State and the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 6. Applicable Law. The Trust set forth in this instrument is created under and is to be governed by and construed and administered according to the laws of The Commonwealth of Massachusetts. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust.

Section 7. Amendments -- General. All rights granted to the Shareholders under this Declaration of Trust are granted subject to the reservation of the right to amend this Declaration of Trust as herein provided, except that no amendment shall repeal the limitations on personal liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions of this Declaration of Trust (whether or not related to the rights of Shareholders) may be amended at any time, so long as such amendment does not adversely affect the rights of any Shareholder with respect to which such amendment is or purports to be applicable and so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees). Any amendment to this Declaration of Trust that adversely affects the rights of Shareholders may be adopted at any time by an instrument signed in writing by a majority of the then Trustees (or by any officer of the Trust pursuant to the vote of a majority of such Trustees) when authorized to do so by the vote of the Shareholders holding a majority of the Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as provided in the instrument containing the terms of such amendment or, if there is no provision therein with respect to effectiveness, upon the execution of such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee or officer to the effect that such amendment has been duly adopted. Copies of the amendment to this Declaration of Trust shall be filed as specified in Section 5 of this Article XII. A restated Declaration of Trust, integrating into a single instrument all of the provisions of the Declaration of Trust which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall be effective upon filing as specified in Section 5.

Section 8. Amendments -- Series and Classes. The establishment and designation of any Series or Class of Shares in addition to those established and designated in Section 5 of Article III hereof shall be effective upon the execution by a majority of the then Trustees, without the need for Shareholder approval, of an amendment to this Declaration of Trust, taking the form of a complete restatement or otherwise, setting forth such establishment and designation and the relative rights and preferences of any such Series or Class, or as otherwise provided in such instrument.

Without limiting the generality of the foregoing, the Declaration of the Trust may be amended without the need for Shareholder approval to:

(a)        create one or more Series or Classes of Shares (in addition to any Series or Classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as Shares of particular Series or Classes in accordance with such eligibility requirements;

(b)        combine two or more Series or Classes of Shares into a single Series or Class on such terms and conditions as the Trustees shall determine;

(c)        change or eliminate any eligibility requirements for investment in Shares of any Series or Class, including without limitation the power to provide for the issue of Shares of any Series or Class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company;

(d)        change the designation of any Series or Class of Shares;

(e)        change the method of allocating dividends among the various Series and Classes of Shares;

(f)        allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series and Classes of Shares; and

(g)        specifically allocate assets to any or all Series or Classes of Shares or create one or more additional Series or Classes of Shares which are preferred over all other Series or Classes of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or Classes.

 
 

Section 9. Use of Name. The Trust acknowledges that “Federated Investors, Inc.” has reserved the right to grant the non-exclusive use of the name “Federated MDT Series” or any derivative thereof to any other investment company, investment company portfolio, investment adviser, distributor, or other business enterprise, and to withdraw from the Trust or one or more Series or Classes any right to the use of the name “Federated MDT Series”.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the day and year first above written.

 

/s/ J. Christopher Donahue

J. Christopher Donahue

 

/s/ John W. McGonigle

John W. McGonigle

 

/s/ Peter J. Germain

Peter J. Germain

 
 

Names and addresses of Trustees:

 

 

J. Christopher Donahue

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

 

 

John W. McGonigle

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

 

 

Peter J. Germain

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

 

 

 

 

Resident Agent and Principal Office of the Trust:

 

Donnelly, Conroy & Gelhaar

One Beacon Street

33rd Floor

Boston, MA 02108

 
 

FEDERATED MDT SERIES

Amendment No. 1

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Mid Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Value Fund
Class A Shares
Class C Shares
Institutional Shares

 
 

Federated MDT Tax Aware/All Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the

17th day of August, 2006.

 

WITNESS the due execution hereof this 17th day of August, 2006.

 

 

/s/ John F. Donahue   /s/ Peter E. Madden  
John F. Donahue   Peter E. Madden  
/s/ Thomas G. Bigley   /s/ Charles F. Mansfield, Jr.  
Thomas G. Bigley   Charles F. Mansfield, Jr.  
/s/ John T. Conroy, Jr.   /s/ John E. Murray, Jr.  
John T. Conroy, Jr.   John E. Murray, Jr.  
/s/ Nicholas P. Constantakis   /s/ Marjorie P. Smuts  
Nicholas P. Constantakis   Marjorie P. Smuts  
/s/ John F. Cunningham   /s/ John S. Walsh  
John F. Cunningham   John S. Walsh  
/s/ J. Christopher Donahue   /s/ James. F. Will  
J. Christopher Donahue   James F. Will  
/s/ Lawrence D. Ellis, M.D.      
Lawrence D. Ellis, M.D.      
 
 

FEDERATED MDT SERIES

Amendment No. 2

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Mid Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Value Fund
Class A Shares
Class C Shares
Institutional Shares

 
 

Federated MDT Tax Aware/All Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the

15th day of February, 2007.

 

WITNESS the due execution hereof this 15th day of February, 2007.

 

 

/s/ John F. Donahue   /s/ Peter E. Madden  
John F. Donahue   Peter E. Madden  
/s/ Thomas G. Bigley   /s/ Charles F. Mansfield, Jr.  
Thomas G. Bigley   Charles F. Mansfield, Jr.  
/s/ John T. Conroy, Jr.   /s/ John E. Murray, Jr.  
John T. Conroy, Jr.   John E. Murray, Jr.  
/s/ Nicholas P. Constantakis   /s/ Thomas M. O’Neill  
Nicholas P. Constantakis   Thomas M. O’Neill  
/s/ John F. Cunningham   /s/ Marjorie P. Smuts  
John F. Cunningham   Marjorie P. Smuts  
/s/ J. Christopher Donahue   /s/ John S. Walsh  
J. Christopher Donahue   John S. Walsh  
/s/ Lawrence D. Ellis, M.D.   /s/ James F. Will  
Lawrence D. Ellis, M.D.   James F. Will  

 

 
 

FEDERATED MDT SERIES
Amendment No. 3

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Large Cap Value Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Mid Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

 
 

Federated MDT Small Cap Value Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Tax Aware/All Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 15th day of November, 2007.

 

WITNESS the due execution hereof this 15th day of November, 2007.

 

 

/s/ John F. Donahue   /s/ Peter E. Madden  
John F. Donahue   Peter E. Madden  
       
/s/ Thomas G. Bigley   /s/ Charles F. Mansfield, Jr.  
Thomas G. Bigley   Charles F. Mansfield, Jr.  
       
/s/ John T. Conroy, Jr.   /s/ John E. Murray, Jr.  
John T. Conroy, Jr.   John E. Murray, Jr.  
       
/s/ Nicholas P. Constantakis   /s/ Thomas M. O’Neill  
Nicholas P. Constantakis   Thomas M. O’Neill  
       
/s/ John F. Cunningham   /s/ Marjorie P. Smuts  
John F. Cunningham   Marjorie P. Smuts  
       
/s/ J. Christopher Donahue   /s/ John S. Walsh  
J. Christopher Donahue   John S. Walsh  
       
/s/ Lawrence D. Ellis, M.D.   /s/ James F. Will  
Lawrence D. Ellis, M.D.   James F. Will  
 
 

 

FEDERATED MDT SERIES
Amendment No. 4

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Mid Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares

 
 

Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Value Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Tax Aware/All Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 12th day of November, 2009, to become effective on 14th day of December, 2009.

 

WITNESS the due execution hereof this 12th day of November, 2009.

 

 

/s/ John F. Donahue /s/ Peter E. Madden
John F. Donahue Peter E. Madden
   
/s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr.
John T. Conroy, Jr. Charles F. Mansfield, Jr.
   
/s/ Nicholas P. Constantakis /s/ R. James Nicholson
Nicholas P. Constantakis R. James Nicholson
   
/s/ John F. Cunningham /s/ Thomas M. O’Neill
John F. Cunningham Thomas M. O’Neill
   
/s/ J. Christopher Donahue /s/ John S. Walsh
J. Christopher Donahue John S. Walsh
   
/s/ Maureen Lally-Green /s/ James F. Will
Maureen Lally-Green James F. Will

FEDERATED MDT SERIES
Amendment No. 5

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Mid Cap Growth Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

 
 

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 12th day of November, 2009, to become effective on March 19, 2010.

 

WITNESS the due execution hereof this 12th day of November, 2009.

 

 

/s/ John F. Donahue /s/ Peter E. Madden
John F. Donahue Peter E. Madden
   
/s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr.
John T. Conroy, Jr. Charles F. Mansfield, Jr.
   
/s/ Nicholas P. Constantakis /s/ R. James Nicholson
Nicholas P. Constantakis R. James Nicholson
   
/s/ John F. Cunningham /s/ Thomas M. O’Neill
John F. Cunningham Thomas M. O’Neill
   
/s/ J. Christopher Donahue /s/ John S. Walsh
J. Christopher Donahue John S. Walsh
   
/s/ Maureen Lally-Green /s James F. Will
Maureen Lally-Green James F. Will

 

 
 

FEDERATED MDT SERIES
Amendment No. 6

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class K Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

 
 

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 12th day of November, 2009, to become effective on May 7, 2010.

 

WITNESS the due execution hereof this 12th day of November, 2009.

 

 

/s/ John F. Donahue /s/ Peter E. Madden
John F. Donahue Peter E. Madden
   
/s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr.
John T. Conroy, Jr. Charles F. Mansfield, Jr.
   
/s/ Nicholas P. Constantakis /s/ R. James Nicholson
Nicholas P. Constantakis R. James Nicholson
   
/s/ John F. Cunningham /s/ Thomas M. O’Neill
John F. Cunningham Thomas M. O’Neill
   
/s/ J. Christopher Donahue /s/ John S. Walsh
J. Christopher Donahue John S. Walsh
   
/s/ Maureen Lally-Green /s James F. Will
Maureen Lally-Green James F. Will

 

 
 

FEDERATED MDT SERIES
Amendment No. 7

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class R Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

 

 
 

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 13th day of August, 2010, to become effective on December 31, 2010.

 

WITNESS the due execution hereof this 9th day of November, 2010.

 

 

/s/ John F. Donahue /s/ Peter E. Madden
John F. Donahue Peter E. Madden
   
/s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr.
John T. Conroy, Jr. Charles F. Mansfield, Jr.
   
/s/ Nicholas P. Constantakis /s/ R. James Nicholson
Nicholas P. Constantakis R. James Nicholson
   
/s/ John F. Cunningham /s/ Thomas M. O’Neill
John F. Cunningham Thomas M. O’Neill
   
/s/ J. Christopher Donahue /s/ John S. Walsh
J. Christopher Donahue John S. Walsh
   
/s/ Maureen Lally-Green /s/ James F. Will
Maureen Lally-Green James F. Will

 

 
 

 

FEDERATED MDT SERIES
Amendment No. 8

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class R Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares

Class R6 Shares
Institutional Shares

 

 
 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 10th day of February, 2016, to become effective on June 1, 2016.

 

WITNESS the due execution hereof this May 12, 2016.

 

 

 

 

/s/ John T. Collins /s/ Peter E. Madden
John T. Collins Peter E. Madden
   
/s/ J. Christopher Donahue  /s/ Charles F. Mansfield, Jr.
J. Christopher Donahue Charles F. Mansfield, Jr.
   
/s/ John B. Fisher  /s/ Thomas M. O’Neill
John B. Fisher Thomas M. O’Neill
   
 /G/Thomas Hough  /s/ P. Jerome Richey
G. Thomas Hough P. Jerome Richey
   
/s/ Maureen Lally -Green /s/ John S. Walsh
Maureen Lally-Green John S. Walsh

 

 
 

 

 

 

 

 

 

FEDERATED MDT SERIES
Amendment No. 9

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares

Class R6 Shares
Institutional Shares

 
 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 10th day of February, 2016 to become effective on September 1, 2016.

 

WITNESS the due execution hereof this 12th day of August, 2016.

 

 

/s/ John T. Collins /s/ Peter E. Madden
John T. Collins Peter E. Madden
   
/s/ J. Christopher Donahue  /s/ Charles F. Mansfield, Jr.
J. Christopher Donahue Charles F. Mansfield, Jr.
   
/s/ John B. Fisher  /s/ Thomas M. O’Neill
John B. Fisher Thomas M. O’Neill
   
 /G/Thomas Hough  /s/ P. Jerome Richey
G. Thomas Hough P. Jerome Richey
   
/s/ Maureen Lally -Green /s/ John S. Walsh
Maureen Lally-Green John S. Walsh
   

 

 
 

 

FEDERATED MDT SERIES
Amendment No. 10

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

Class T Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares

Class R6 Shares
Institutional Shares

Class T Shares

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 16th day of February, 2017, to become effective on March 1, 2017.

 

 

(Signature page to follow)

WITNESS the due execution hereof this 16th day of February, 2017.

 

 

 /s/ John T. Collins             /s/ Peter E. Madden
John T. Collins Peter E. Madden
   
/s/ J. Christopher Donahue /s/ Charles F. Mansfield, Jr.
J. Christopher Donahue Charles F. Mansfield, Jr.
   
/s/ John B. Fisher /s/ Thomas M. O’Neill
John B. Fisher Thomas M. O’Neill
   
/s/ G. Thomas Hough /s/ P. Jerome Richey
G. Thomas Hough P. Jerome Richey
   
/s/ Maureen Lally-Green /s/ John S. Walsh
Maureen Lally-Green John S. Walsh

 

 
 

 

FEDERATED MDT SERIES
Amendment No. 11

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Balanced Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

Class T Shares
Federated MDT Small Cap Core Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

Class T Shares
Federated MDT Small Cap Growth Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

Class T Shares

 

(Signature page to follow)

 

 

 

 

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 16th day of

November, 2017, to become effective on February 2, 2018.

 

 

WITNESS the due execution hereof this 16th day of November, 2017.

 

 

/s/ John T. Collins /s/ Peter E. Madden
John T. Collins Peter E. Madden
   
/s/ J. Christopher Donahue /s/ Charles F. Mansfield, Jr.
J. Christopher Donahue Charles F. Mansfield, Jr.
   
/s/ John B. Fisher /s/ Thomas M. O’Neill
John B. Fisher Thomas M. O’Neill
   
/s/ G. Thomas Hough /s/ P. Jerome Richey
G. Thomas Hough P. Jerome Richey
   
/s/ Maureen Lally-Green /s/ John S. Walsh
Maureen Lally-Green John S. Walsh

 

 

 

 
 

 

FEDERATED MDT SERIES

 

Amendment No. 12

 

DECLARATION OF TRUST

 

Dated May 18, 2006

 

The Amended and Restated Declaration of Trust is amended as follows:

A.Strike Section 1 of Article I from the Declaration of Trust and substitute in its place the following:

 

This Trust shall be known as FEDERATED HERMES MDT SERIES, and the Trustees may conduct the business of the Trust under that name or any other name as they may determine from time to time

 

B.Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

 

Section 5. Establishment and Designation of Series or Class.

 

Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

 

Federated Hermes MDT All Cap Core Fund

Class A Shares

Class C Shares

Class R6 Shares

Institutional Shares

Class T Shares

Federated Hermes MDT Balanced Fund

Class A Shares

Class C Shares

Class R6 Shares

Institutional Shares

Class T Shares

Federated Hermes MDT Large Cap Growth Fund

Class A Shares

Class B Shares

Class C Shares

Institutional Shares

Class T Shares

Federated Hermes MDT Small Cap Core Fund

Class A Shares

Class C Shares

Class R6 Shares

Institutional Shares

Class T Shares

Federated Hermes MDT Small Cap Growth Fund

Class A Shares

Class C Shares

Class R6 Shares

Institutional Shares

Class T Shares

(Signature page to follow)

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 13th day of

February, 2020, to become effective on June 26, 2020.

 

 

WITNESS the due execution hereof this 19th day of June, 2020.

 

 

/s/ John T. Collins /s/ Charles F. Mansfield, Jr.
John T. Collins Charles F. Mansfield, Jr.
   
/s/ J. Christopher Donahue /s/ Thomas M. O’Neill
J. Christopher Donahue Thomas M. O’Neill
   
/s/ John B. Fisher /s/ P. Jerome Richey
John B. Fisher P. Jerome Richey
   
/s/ G. Thomas Hough /s/ John S. Walsh
G. Thomas Hough John S. Walsh
   
/s/ Maureen Lally-Green  
Maureen Lally-Green  

 

 
 

 

FEDERATED HERMES MDT SERIES
Amendment No. 13

DECLARATION OF TRUST

Dated May 18, 2006

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 – Establishment and Designation of Series or Class of Article III – BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following:

Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as:

Federated Hermes MDT All Cap Core Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Federated Hermes MDT Balanced Fund
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares

Federated Hermes MDT Large Cap Growth Fund
Class A Shares
Class B Shares
Class C Shares
Institutional Shares

Federated Hermes MDT Small Cap Core Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

Federated Hermes MDT Small Cap Growth Fund
Class A Shares
Class C Shares

Class R6 Shares
Institutional Shares

 



(Signature page to follow)

 

 

 

 

 

 

 

 

 

The undersigned hereby certify that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 11th day of

November, 2020, to become effective on November 30th, 2020.

 

 

WITNESS the due execution hereof this 11th day of November, 2020.

 

 

/s/ John T. Collins /s/ Charles F. Mansfield, Jr.
John T. Collins Charles F. Mansfield, Jr.
   
/s/ J. Christopher Donahue /s/ Thomas M. O’Neill
J. Christopher Donahue Thomas M. O’Neill
   
/s/ John B. Fisher /s/ Madelyn A. Reilly
John B. Fisher Madelyn A. Reilly
   
/s/ G. Thomas Hough /s/ P. Jerome Richey
G. Thomas Hough P. Jerome Richey
   
/s/ Maureen Lally-Green /s/ John S. Walsh
Maureen Lally-Green John S. Walsh

 

 

 

EX-99.DISTRIB K 6 exhibit7-1.htm

Exhibit 7.1

6/29/20 – Name changed to Federated Hermes MDT Series

 

 

FEDERATED MDT SERIES

DISTRIBUTOR'S CONTRACT

 

AGREEMENT made this 31st day of July, 2006, by and between FEDERATED MDT SERIES (the "Investment Company"), a Massachusetts business trust, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1.       The Trust hereby appoints FSC as its agent to sell and distribute shares of the Trust which may be offered in one or more series (the "Funds") consisting of one or more classes (the "Classes") of shares (the "Shares"), as described and set forth on one or more exhibits to this Agreement, at the current offering price thereof as described and set forth in the current Prospectuses of the Trust. FSC hereby accepts such appointment and agrees to provide such other services for the Trust, if any, and accept such compensation from the Trust, if any, as set forth in the applicable exhibits to this Agreement.

2.       The sale of any Shares may be suspended without prior notice whenever in the judgment of the Trust it is in its best interest to do so.

3.       Neither FSC nor any other person is authorized by the Trust to give any information or to make any representation relative to any Shares other than those contained in the Registration Statement, Prospectuses, or Statements of Additional Information ("SAIs") filed with the Securities and Exchange Commission, as the same may be amended from time to time, or in any supplemental information to said Prospectuses or SAIs approved by the Trust. FSC agrees that any other information or representations other than those specified above which it or any dealer or other person who purchases Shares through FSC may make in connection with the offer or sale of Shares, shall be made entirely without liability on the part of the Trust. No person or dealer, other than FSC, is authorized to act as agent for the Trust for any purpose. FSC agrees that in offering or selling Shares as agent of the Trust, it will, in all respects, duly conform to all applicable state and federal laws and the rules and regulations of the National Association of Securities Dealers, Inc., including its Rules of Fair Practice. FSC will submit to the Trust copies of all sales literature before using the same and will not use such sales literature if disapproved by the Trust.

4.       This Agreement is effective with respect to each Class as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for successive periods of one year if such continuance is approved at least annually by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") cast in person at a meeting called for that purpose. If a Class is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Class upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above.

5.       This Agreement may be terminated with regard to a particular Fund or Class at any time, without the payment of any penalty, by the vote of a majority of the DisinterestedTrustees or by a majority of the outstanding voting securities of the particular Fund or Class on not more than sixty (60) days' written notice to any other party to this Agreement. This Agreement may be terminated with regard to a particular Fund or Class by FSC on sixty (60) days' written notice to the Trust.

6.       This Agreement may not be assigned by FSC and shall automatically terminate in the event of an assignment by FSC as defined in the Investment Company Act of 1940, as amended, provided, however, that FSC may employ such other person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this Agreement.

7.       FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement.

8.       This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto, provided that such amendment is approved by the Trustees of the Trust including a majority of the Disinterested Trustees of the Trust cast in person at a meeting called for that purpose.

9.       This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

10.(a) Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Securities Act of 1934, as amended, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof.

If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIs.

(b)       FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, but only with respect to statements or omissions, if any, made in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above.

(c)       Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement.

(d)       Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940, as amended, for Trustees, officers, FSC and controlling persons of the Trust by the Trustees pursuant to this Agreement, the Trust is aware of the position of the Securities and Exchange Commission as set forth in the Investment Company Act Release No. IC-11330. Therefore, the Trust undertakes that in addition to complying with the applicable provisions of this Agreement, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Disinterested Trustees, or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence or reckless disregard of duties. The Trust further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an officer, Trustees, FSC or controlling person of the Trust will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Trust is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of non-party Disinterested Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

11.       FSC is hereby expressly put on notice of the limitation of liability as set forth in Article XI of the Declaration of Trust and agrees that the obligations assumed by the Trust pursuant to this agreement shall be limited in any case to the Trust and its assets and FSC shall not seek satisfaction of any such obligation from the shareholders of the Trust, the Trustees, officers, employees or agents of the Trust, or any of them.

12.       This Agreement will become binding on the parties hereto upon the execution of the attached exhibits to the Agreement.

13.       FSC agrees to maintain the security and confidentiality of nonpublic personal information (“NPI”) of Fund customers and consumers, as those terms are defined in Regulation S-P, 17 CFR Part 248. FSC agrees to use and redisclose such NPI for the limited purposes of processing and servicing transactions; for specified law enforcement and miscellaneous purposes; and to service providers or in connection with joint marketing arrangements directed by the Funds, in each instance in furtherance of fulfilling FSC’s obligations under this contract, and consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13, respectively.

 

 
 

 

6/29/20 – Name changed to Federated Hermes MDT All Cap Core Fund

6/29/20 – Name changed to Federated Hermes MDT Large Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Small Cap Core Fund

6/29/20 – Name changed to federated Hermes MDT Small Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Balanced Fund

5/7/10 – Federated MDT Mid Cap Growth Fund liquidated

3/19/10 – Federated MDT Tax Aware/All Cap Core Fund merged into Federated MDT All Cap Core Fund

3/19/10 – Federated MDT Small Cap Value Fund merged into Federated MDT Small Cap Core Fund

 

Exhibit A

to the

Distributor's Contract

 

federated mdt series

federated MDT All Cap Core Fund

Federated MDT Tax Aware/All Cap Core Fund

Federated MDT Large Cap Growth Fund

Federated MDT Mid Cap Growth Fund

Federated MDT Small Cap Value Fund

Federated MDT Small Cap Core Fund

Federated MDT Small Cap Growth Fund

Federated MDT Balanced Fund

 

Institutional Shares

 

In consideration of the mutual covenants set forth in the Distributor's Contract dated July 31, 2006, between the Trust and FSC, Trust executes and delivers this Exhibit on behalf of the Trust

Witness the due execution hereof this 31st day of July, 2006.

 

FEDERATED MDT SERIES

 

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

See Amendment #1 to Exhibit B – dated 12/1/07

Exhibit B

to the

Distributor’s Contract

 

federated mdt series

federated MDT All Cap Core Fund

Federated MDT Tax Aware/All Cap Core Fund

Federated MDT Large Cap Growth Fund

Federated MDT Mid Cap Growth Fund

Federated MDT Small Cap Value Fund

Federated MDT Small Cap Core Fund

Federated MDT Small Cap Growth Fund

Federated MDT Balanced Fund

 

Class A Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class A Shares of the Funds as set forth above.

1.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
2.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .25 of 1% of the average aggregate net asset value of the Class A Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
5.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class A Shares thereof, first set forth in this Exhibit.

 
 

Witness the due execution hereof this 31st day of July, 2006.

 

FEDERATED MDT SERIES

 

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

 

6/29/20 – Name changed to Federated Hermes MDT All Cap Core Fund

6/29/20 – Name changed to Federated Hermes MDT Large Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Small Cap Core Fund

6/29/20 – Name changed to federated Hermes MDT Small Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Balanced Fund

5/7/10 – Federated MDT Mid Cap Growth Fund liquidated

3/19/10 – Federated MDT Tax Aware/All Cap Core Fund merged into Federated MDT All Cap Core Fund

3/19/10 – Federated MDT Small Cap Value Fund merged into Federated MDT Small Cap Core Fund

 

Amendment #1 to Exhibit B

to the

Distributor’s Contract

 

federated mdt series

federated MDT All Cap Core Fund

Federated MDT Tax Aware/All Cap Core Fund

Federated MDT Large Cap Growth Fund

Federated MDT Mid Cap Growth Fund

Federated MDT Small Cap Value Fund

Federated MDT Small Cap Core Fund

Federated MDT Small Cap Growth Fund

Federated MDT Balanced Fund

Class A Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class A Shares of the Funds as set forth above.

1.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
2.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .05 of 1% of the average aggregate net asset value of the Class A Shares of the portfolios set forth above held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
5.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class A Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 1st day of December, 2007.

FEDERATED MDT SERIES

 

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

FEDERATED SECURITIES CORP.

 

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

 

6/29/20 – Name changed to Federated Hermes MDT All Cap Core Fund

6/29/20 – Name changed to Federated Hermes MDT Large Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Small Cap Core Fund

6/29/20 – Name changed to federated Hermes MDT Small Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Balanced Fund

5/7/10 – Federated MDT Mid Cap Growth Fund liquidated

3/19/10 – Federated MDT Tax Aware/All Cap Core Fund merged into Federated MDT All Cap Core Fund

3/19/10 – Federated MDT Small Cap Value Fund merged into Federated MDT Small Cap Core Fund

 

Exhibit C

to the

Distributor’s Contract

 

federated mdt series

federated MDT All Cap Core Fund

Federated MDT Tax Aware/All Cap Core Fund

Federated MDT Large Cap Growth Fund

Federated MDT Mid Cap Growth Fund

Federated MDT Small Cap Value Fund

Federated MDT Small Cap Core Fund

Federated MDT Small Cap Growth Fund

Federated MDT Balanced Fund

 

Class C Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class C Shares of the Funds as set forth above.

1.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
2.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .75 of 1% of the average aggregate net asset value of the Class C Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
5.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class C Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 31st day of July, 2006.

 

FEDERATED MDT SERIES

 

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

 

6/29/20 – Name changed to Federated Hermes MDT All Cap Core Fund

6/29/20 – Name changed to Federated Hermes MDT Balanced Fund

6/1/16 – Class R Shares converted to R6 Shares, Class R Shares terminated

12/31/10 – Class K Shares renamed Class R Shares

 

Exhibit D

to the

Distributor’s Contract

 

federated mdt series

federated MDT All Cap Core Fund

Federated MDT Balanced Fund

 

Class K Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class K Shares of the Funds as set forth above.

1.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
2.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .50 of 1% of the average aggregate net asset value of the Class K Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
5.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class K Shares thereof, first set forth in this Exhibit.

 
 

Witness the due execution hereof this 1st day of September, 2006.

 

FEDERATED MDT SERIES

 

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 

 

 
 

12/14/09 – Fund Terminated

Exhibit E

to the

Distributor's Contract

 

federated mdt series

Federated MDT Large Cap Value Fund

Institutional Shares

 

In consideration of the mutual covenants set forth in the Distributor's Contract dated July 31, 2006, between the Trust and FSC, Trust executes and delivers this Exhibit on behalf of the Trust

Witness the due execution hereof this 1st day of December, 2007.

 

FEDERATED MDT SERIES

 

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

12/14/09 – Fund Terminated

Exhibit F

to the

Distributor’s Contract

 

federated mdt series

Federated MDT Large Value Fund

Class A Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class A Shares of the Funds as set forth above.

6.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
7.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .05 of 1% of the average aggregate net asset value of the Class A Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
8.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
9.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
10.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class A Shares thereof, first set forth in this Exhibit.

 
 

Witness the due execution hereof this 1st day of December, 2007.

FEDERATED MDT SERIES

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

12/14/09 – Fund Terminated

Exhibit G

to the

Distributor’s Contract

 

federated mdt series

Federated MDT Large Value Fund

Class C Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class C Shares of the Funds as set forth above.

6.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
7.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .75 of 1% of the average aggregate net asset value of the Class C Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
8.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
9.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
10.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class C Shares thereof, first set forth in this Exhibit.

 
 

Witness the due execution hereof this 1st day of December, 2007.

FEDERATED MDT SERIES

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

12/14/09 – Fund Terminated

Exhibit H

to the

Distributor’s Contract

 

federated mdt series

federated MDT Large Cap Value Fund

Class K Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp. with respect to the Class K Shares of the Funds as set forth above.

1.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.
2.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .50 of 1% of the average aggregate net asset value of the Class K Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month.
3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective.
4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion.
5.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between Federated MDT Series and Federated Securities Corp., Federated MDT Series executes and delivers this Exhibit on behalf of the Funds, and with respect to the Class K Shares thereof, first set forth in this Exhibit.

 
 

Witness the due execution hereof this 1st day of December, 20076.

FEDERATED MDT SERIES

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

FEDERATED SECURITIES CORP.

 

By: /s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 
 

 

6/29/20 – Name changed to Federated Hermes MDT All Cap Core Fund

6/29/20 – Name changed to Federated Hermes MDT Balanced Fund

 

Exhibit I

to the

Distributor's Contract

 

Federated MDT Series

Federated MDT All Cap Core Fund

Federated MDT Balanced Fund

Class R6 Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between the MDT Series and Federated Securities Corp. (“FSC”) with respect to the Class R6 Shares of Federated MDT All Cap Core Fund and Federated MDT Balanced Fund.

1. FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.

2. FSC will enter into separate written agreements with such Financial Institutions to sell Shares as set forth in Paragraph 1 herein.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between the MDT Series and FSC, executes and delivers this Exhibit with respect to the Class R6 Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 1st day of September, 2016.

 

 

Federated MDT Series

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

 

By: /s/ Paul A. Uhlman

Name: Paul A. Uhlman

Title: President

 

 

Exhibit J

to the

Distributor's Contract

 

Federated MDT Series

Federated MDT Small Cap Core Fund

Federated MDT Small Cap Growth Fund

Class R6 Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between the MDT Series and Federated Securities Corp. (“FSC”) with respect to the Class R6 Shares of Federated MDT Small Cap Core Fund and Federated MDT Small Cap Growth Fund.

1. FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.

2. FSC will enter into separate written agreements with such Financial Institutions to sell Shares as set forth in Paragraph 1 herein.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between the MDT Series and FSC, executes and delivers this Exhibit with respect to the Class R6 Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 1st day of June, 2016.

 

 

Federated MDT Series

 

 

By: _/s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

 

By: _/s/ Thomas E. Territ

Name: Thomas E. Territ

Title: President

 

 
 

 

11/30/20 – T Shares were discontinued.

6/29/20 – Name changed to Federated Hermes MDT All Cap Core Fund

6/29/20 – Name changed to Federated Hermes MDT Large Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Small Cap Core Fund

6/29/20 – Name changed to federated Hermes MDT Small Cap Growth Fund

6/29/20 – Name changed to Federated Hermes MDT Balanced Fund

 

 

 

Exhibit K

to the

Distributor's Contract

 

Federated MDT Series

Federated MDT All Cap Core Fund

Federated MDT Balanced Fund

Federated MDT Large Cap Growth Fund

Federated MDT Small Cap Core Fund

Federated MDT Small Cap Growth Fund

Class T Shares

 

The following provisions are hereby incorporated and made part of the Distributor’s Contract dated July 31, 2006, between the Federated MDT Series (the “Trust”) and Federated Securities Corp. (“FSC”) with respect to the Class T Shares of Federated MDT All Cap Core Fund, Federated MDT Balanced Fund. Federated MDT Large Cap Growth Fund, Federated MDT Small Cap Core Fund and Federated MDT Small Cap Growth Fund set forth above.

1. FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust.

2. FSC will enter into separate written agreements with such Financial Institutions to sell Shares as set forth in Paragraph 1 herein.

In consideration of the mutual covenants set forth in the Distributor’s Contract dated July 31, 2006, between the Trust and FSC, the Trust executes and delivers this Exhibit with respect to the Class T Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 1st day of March, 2017.

 

FEDERATED MDT SERIES

 

 

By: _/s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: President

 

 

FEDERATED SECURITIES CORP.

 

 

By: /s/ Paul A. Uhlman

Name: Paul A. Uhlman

Title: President

 

EX-99.CUSTODY AGR 7 exhibit9-1.htm

Exhibit 9.1

 

 

 

Execution Copy

 

Amended and Restated Master Custodian Agreement

 

This Amended and Restated Master Custodian Agreement is made as of March 1, 2017 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). This Agreement amends and restates the Custodian Contract between the Funds and the Custodian dated as of December 1, 1993, as amended.

 

Witnesseth:

 

Whereas, each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and

 

Whereas, the Custodian is willing to provide the services upon the terms contained in this Agreement;

 

Section 1. Definitions. In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:

 

1940 Act” means the Investment Company Act of 1940, as amended from time to time.

 

Board” means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund.

 

Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.

 

Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com”.

 

Domestic securities” means securities held within the United States.

 

Foreign securities” means securities held primarily outside of the United States.

 

Held outside of the United States” means not held within the United States.

 

Held within the United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii) has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.

 

Investment Advisor” means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.

 

On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.

 

Portfolio” means (a) in relation to a Fund that is a series organization, a series of the Fund and (b) in relation to a Fund that is not a series organization, the Fund itself.

 

Portfolio Interests” means beneficial interests in a Portfolio.

 

Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Fund, the Fund’s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.

 

SEC” means the U.S. Securities and Exchange Commission.

 

Series organization” means an organization that, pursuant to the statute under which the organization is organized, has the following characteristics: (a) the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records to be maintained for each series that identify the property of or associated with the series, (b) debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization.

 

UCC” means the Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time.

 

Underlying Portfolios” means a group of investment companies as defined in Section 12(d)(1)(F) of the 1940 Act.

 

Underlying Shares” means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered “investment companies” (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).

 

Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.

 

U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a “clearing corporation” as defined in Section 8-102 of the UCC.

 

Section 2. Employment of Custodian.

 

Section 2.1 General. Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Portfolios and (b) other assets of each of the Portfolios that the Custodian agrees to treat as financial assets. Each Fund, on behalf of each of its Portfolios, agrees to deliver to the Custodian (i) all securities and cash of the Portfolios, (ii) all other assets of each Portfolio that the Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the Portfolios will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder or to treat any asset that is not a security as a financial asset if such acceptance or treatment is inconsistent with applicable law and/or internal policies and procedures of the Custodian .

 

Section 2.2 Sub-custodians. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.

 

Section 2.3 Relationship. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Portfolio is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio. The Custodian does not otherwise agree to treat cash as a financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.

 

Section 3. Activities of the Custodian with Respect to Property Held in the United States.

 

Section 3.1 Holding Securities. The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Portfolio, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct, provided, however, that prior to such appointment on behalf of a Portfolio the Custodian must first provide the Fund with written notice of such appointment. The appointment of any agent shall not relieve the Custodian of any of its duties, responsibilities or liabilities, including the standard of care set forth in Section 14.1. The Custodian may at any time or times in its discretion remove the bank or trust company as the Custodian’s agent.

 

Section 3.2 Registration of Securities. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian shall utilize reasonable efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

 

Section 3.3 Bank Accounts. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Portfolio, other than cash maintained by the Portfolio in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that (a) every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and (b) each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio of a Fund be approved by vote of a majority of the Fund’s Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

 

Section 3.4 Collection of Income. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited.

 

Section 3.5 Delivery Out. The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.

 

Section 3.6 Deposit of Fund Assets with the Underlying Transfer Agent. Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. Each Portfolio hereby directs the Custodian to deposit and/or maintain such securities with the Underlying Transfer Agent, subject to the following provisions:

 

1)Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Portfolio.

 

2)Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodian’s books and records.

 

3)Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Portfolio, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodian’s books and records.

 

4)The Custodian shall not be liable to any Fund or any Portfolio for any loss or damage to any Fund or any Portfolio resulting from maintenance of Underlying Shares with Underlying Transfer Agent provided that the Custodian meets the standard of care set forth in Section 14.1.

 

Section 3.7 Proxies. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Portfolio, if the securities or other financial assets are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund or its delegates such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.

 

Section 3.8 Communications. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund or its delegates for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund or its delegates all written information (including, without limitation, pendency of calls and maturities of securities and expiration of rights in connection therewith, notices of exercise of call and put options written by the Fund, and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund or its delegates for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian to the Fund or its delegates.

 

Section 4. Provisions Relating to Rules 17f-5 and 17f-7.

 

Section 4.1. Definitions. As used in this Agreement, the following terms have the following meanings:

 

Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

 

Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.

 

Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule 17f-5.

 

Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

 

Foreign Assets” means, in relation to a Portfolio, any of the Portfolio’s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Portfolio in those investments.

 

Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

 

Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.

 

Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

 

Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

 

 

 

Section 4.2. The Custodian as Foreign Custody Manager.

 

4.2.1       Delegation. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation. By giving at least 30 days’ prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.

 

4.2.2       Exercise of Care as Foreign Custody Manager. In performing the responsibilities delegated to it, the Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise.

 

4.2.3       Foreign Custody Arrangements. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.

 

4.2.4        Scope of Delegated Responsibilities: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund.

 

4.2.5       Reporting Requirements. The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to the Fund’s Board an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2, make a written report to the Board containing a notification of the change.

 

4.2.6       Representations. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country.

 

4.2.7       Termination by a Portfolio of the Custodian as Foreign Custody Manager. By giving at least 30 days’ prior written notice to the Custodian, a Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Portfolio.

 

Section 4.3 Monitoring of Eligible Securities Depositories. The Custodian shall (a) provide the Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a continuing basis and promptly notify the Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.

 

Section 5. Activities of the Custodian with Respect to Property Held Outside the United States.

 

Section 5.1. Holding Securities. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those securities and other financial assets as belonging to the Portfolio and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.

 

Section 5.2. Registration of Foreign Securities. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. To the extent applicable, the Custodian and each Eligible Foreign Custodian shall establish and maintain current powers-of-attorney with respect to such foreign securities and other financial assets held outside of the United States to facilitate the voting of all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund or its delegates such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets. The Fund on behalf of the Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.

 

Section 5.3. Indemnification by Eligible Foreign Custodians. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to exercise reasonable care in the performance of its duties and to indemnify and hold harmless the Custodian from and against any loss, cost, expense, liability or claim arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At a Fund’s election, a Portfolio shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name.

 

Section 5.4 Bank Accounts.

 

5.4.1       General. The Custodian shall identify on its books as for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement, and shall be withdrawable by the Custodian or the Eligible Foreign Custodian only in that capacity. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to the laws of the Commonwealth of Massachusetts. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency, provided, however, that Custodian shall remain liable for the acts or omissions of an Eligible Foreign Custodian in accordance with Section 14.4.

 

5.4.2       Non-U.S. Branch and Non-U.S. Dollar Deposits. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.

 

Section 5.5. Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Portfolio shall be entitled. If extraordinary measures are required to collect the income or payment, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.

 

Section 5.6. Transactions in Foreign Custody Account.

 

5.6.1       Delivery Out. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Portfolio only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to whom the payment is to be made.

 

5.6.2       Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.

 

5.6.3       Settlement Practices. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.

 

Section 5.7 Shareholder or Bondholder Rights. The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.

 

Section 5.8. Communications. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial assets being held outside the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.

 

Section 6. Foreign Exchange.

 

Section 6.1. Generally. Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

 

Section 6.2. Fund Elections. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.

Section 6.3. Fund Acknowledgement Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

 

(i)shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;

 

(ii)shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and

 

(iii)shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

 

Section 6.4. Transactions by State Street. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

 

Section 6A. Contractual Settlement Services (Purchase/Sales).

 

Section 6A.1 General. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.

 

Section 6A.2 Provision of Services. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

 

 

Section 6A.3 Purchase Consideration. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

 

Section 6A.4 Sales and Redemptions. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

 

Section 6A.5 Reversals of Provisional Credits or Debits. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.

 

Section 7. Tax Services.

 

Section 7.1 General. Subject to and to the extent of receipt by the Custodian of relevant and necessary documentation and information with respect to the Portfolios that the Custodian has requested, the Custodian shall perform the following services: (a) file claims for exemptions, reductions in withholding taxes, or refunds of any tax with respect to withheld foreign (non-U.S.) taxes in instances in which such claims are appropriate; (b) withhold appropriate amounts as required by U.S. tax laws with respect to amounts received on behalf of nonresident aliens; and (c) provide to the Portfolios such information actually received by the Custodian that is reasonably requested by the Fund or could, in the Custodian’s reasonable belief, assist any of the Portfolios in their submission of any reports or returns with respect to taxes. It shall be the responsibility of each Portfolio to notify the Custodian of the obligations imposed on the Portfolio or the Custodian as custodian by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Portfolio with respect to any claim for exemption or refund under the tax law of countries for which the Portfolio has provided sufficient information and documentation.

 

Section 7.2 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities or other financial assets held within the United States of each Portfolio held by the Custodian and in connection with transfers of securities and other financial assets.

 

Section 7.3 Authorizations. The Custodian is authorized to deduct from any cash received or credited to the account of a Portfolio any taxes or levies required by any tax or other governmental authority having jurisdiction in respect of such Portfolio’s transactions and to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to Portfolio transactions and holdings.

 

Section 7.4 Services Further Limited. Other than the servicing responsibilities provided herein, the Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, any Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio by the tax law of any country or of any state or political subdivision thereof. The Custodian shall not be considered the Fund’s tax advisor or tax counsel.

 

Section 8. Payments for Sales or Redemptions of Portfolio Interests.

 

Section 8.1 Payment for Portfolio Interests Issued. The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Fund’s transfer agent (the “Transfer Agent”) and deposit into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of the Portfolio and the Transfer Agent of any receipt of the payments by the Custodian.

 

Section 8.2 Payment for Portfolio Interests Redeemed. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent, if any, or from the Portfolio, to wire funds to or through a commercial bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holder’s Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

 

Section 9. Proper Instructions.

 

Section 9. 1 Form and Security Procedures. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization giving the instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund. The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Fund’s failure to do so shall not affect the Custodian’s authority to rely on the oral instructions, if the Custodian reasonably believes the oral instructions have been given by an individual authorized to give such instructions with respect to the transaction involved.

 

Section 9.2 Reliance on Officer’s Certificate. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.

 

Section 9.3 Untimely Proper Instructions. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but, provided that the Custodian meets the standard of care set forth in Section 14.1, will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent; provided, however, the Custodian will use good faith efforts when it follows such Proper Instruction, taking into account past practices (including with respect to resolution of issues and responsibility).

 

Section 10. Actions Permitted without Express Authority.

 

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each Portfolio:

 

1)Make payments to itself or others for minor expenses of handling securities or other financial assets relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio and the Fund shall have the opportunity to review such payments and the parties shall use good faith efforts to resolve any dispute with respect to such payments;
2)Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form;

 

3)Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

 

4)In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board.

 

Section 11. Reserved.

 

Section 12. Records.

 

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC or other regulators with jurisdiction over the Funds with respect to the Portfolios. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the Custodian’s personnel as witnesses, the Fund will pay the Custodian for the Custodian’s time and expenses incurred in responding to a non-routine request, order or requirement as reasonably agreed by the Fund and the Custodian, taking into account past practices.

 

Section 13. Fund’s Independent Accountants; Reports.

 

Section 13.1 Opinions. The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-CEN or other monthly or annual reports to the SEC and with respect to any other requirements thereof.

 

Section 13.2 Reports. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.

 

Section 14. Custodian’s Standard of Care; Exculpation.

 

14.1       Standard of Care. In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence, misfeasance or willful misconduct and shall be held to the exercise of reasonable care; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation, as if such above-stated higher standard of reasonable care were part of this Agreement.

 

14.2       Reliance on Proper Instructions. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has reasonably determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.

 

14.3       Other Reliance. The Custodian is authorized and instructed to reasonably rely upon the information that the Custodian receives from the Fund or any authorized third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to reasonably rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that the Custodian meets the standard of care set forth in Section 14.1.

 

14.4       Liability for Foreign Custodians. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund or Portfolio elects to invest.

 

14.5       Insolvency and Country Risk. The Custodian shall in no event be liable for any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk. The Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any domestic sub-custodian or Eligible Foreign Custodian that is not a wholly-owned subsidiary of the Custodian; provided, however, that the foregoing exculpation of the Custodian with respect to the insolvency of a particular Eligible Foreign Custodian shall not be applicable if the Custodian fails to comply with its obligations under this Agreement or as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to such Eligible Foreign Custodian. For the avoidance of doubt, if the Custodian has met its standard of care hereunder and has fulfilled its obligations as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to an Eligible Foreign Custodian, then the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of such Eligible Foreign Custodian.

 

14.6       Force Majeure and Third Party Actions. Except as may arise from the Custodian’s gross negligence or willful misconduct, the Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b) errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic sub-custodian designated pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodian’s sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

 

14.7       Indirect/Special/Consequential Damages. Notwithstanding Section

15.2 and any other provision of this Agreement to the contrary, in no event shall either party be liable for any indirect, incidental, consequential, special, punitive, exemplary or enhanced damages of any kind or nature whatsoever (including loss of profit goodwill, reputation, business opportunity or anticipated savings, or losses arising from any special circumstances of the other party or any other person) arising under this Agreement or under law or otherwise in connection with or in any way related to this Agreement or the subject matter hereof (including the provision of the services, and the performance, non-performance or breach of any obligation or duty owed by a party) whether or not such party (including each party’s relevant affiliates) has been advised of, or otherwise might or should have anticipated, the possibility or likelihood of such damages. The limitations of liability set forth in this Section 14.7 shall apply regardless of the form or type of action in which a claim is brought or under which it is made, whether in contract, tort (including negligence of any kind), warranty, strict liability, indemnity or any other legal or equitable grounds, and shall survive failure of an exclusive remedy.

 

14.8       Delivery of Property. The Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.

 

14.9       No Investment Advice. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by a Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf.

 

14.10       Communications. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power. However, the Custodian shall nevertheless exercise its best efforts to take such action in the event that notification is received three business days or less prior to the date on which action is required.

 

14.11       Loaned Securities. Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility, pursuant to this Agreement, in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled.

 

14.12       Trade Counterparties. A Fund’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Fund’s sole risk, and the Custodian shall not be obligated to make demands on the Fund’s behalf if the Fund’s counterparty defaults. If a Fund’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will notify the Fund’s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.

 

Section 15. Compensation and Indemnification of Custodian; Security Interest.

 

Section. 15.1 Compensation. The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

 

Section 15.2 Indemnification. Each Portfolio agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith, without negligence and with reasonable care, including, without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund, the Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio. If a Fund on behalf of a Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable therefor, the Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian. The obligations and liabilities any Portfolio assumes shall be limited in any case to the relevant Portfolio and its assets and the Custodian shall not seek satisfaction of any obligation from the shareholders of the relevant Portfolio, any other Portfolio or its shareholders or the Trustees, officers, employees or agents of the Fund. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian against a Fund involving more than one Portfolio, the Fund has the exclusive right to determine the appropriate allocations of liability for any claim between or among Portfolios.

 

Section 15.3 Security Interest. Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund’s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Portfolio by or through the Custodian. The obligations include, without limitation, the Fund’s obligations to reimburse the Custodian if the Custodian or any of its affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, as well as the Fund’s obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Portfolio’s assets to the extent necessary to obtain payment or reimbursement.  The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund's payment or reimbursement obligations, whether contingent or otherwise.

 

Section 16. Effective Period and Termination.

 

Section 16.1 Term. This Agreement shall remain in full force and effect for an initial term ending February 28, 2021. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any renewal term, as the case may be. A written notice of non-renewal may be given as to a Fund or a Portfolio.

 

Section 16.2 Termination. Either party may terminate this Agreement as to a Fund or a Portfolio: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 60 days’ written notice being given by the non-breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.

 

Section 16.3 Payments Owing to the Custodian. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other reasonable costs, expenses and charges then due. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s or Portfolio’s cash and its securities and other financial assets as set forth in Section 17.

 

Section 16.4 Reserved.

 

Section 16.5 Effect of Termination. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement. To the extent the Custodian continues to possess confidential information or records of the Fund or its agents or service providers after the termination of this Agreement, the obligations contained in Sections 12, 20.11, 20.12, and 20.13 of this Agreement shall continue until the five (5) year anniversary of the termination date of this Agreement.

 

Section 17. Successor Custodian.

 

Section 17.1 Successor Appointed. If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.

 

Section 17.2 No Successor Appointed. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Portfolio in accordance with the Proper Instructions.

 

Section 17.3 No Successor Appointed and No Proper Instructions. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio.

 

Section 17.4 Remaining Property. If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.

 

Section 17.5 Reserves. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian.

 

Section 18. [Reserved]

 

Section 19. Loan Services Addendum. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.

 

Section 20. General.

 

Section 20.1 Governing Law. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the Commonwealth of Massachusetts, without giving effect to any conflict of laws rules. Likewise, the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary is the law in force in the Commonwealth of Massachusetts.

 

Section 20.2 [Reserved]

 

Section 20.3 Prior Agreements; Amendments. This Agreement supersedes the December 1, 1993 Custodian Contract, as amended, between each Fund on behalf of each of the Fund’s Portfolios and the Custodian relating to the custody of the Fund’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

 

Section 20.4 Assignment. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. However, without the consent of any Fund or any Portfolio, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Custodian. Notwithstanding the foregoing, the Custodian may employ, engage, associate or contract with such person or persons, including, without limitation, affiliates and subsidiaries of the Custodian, as the Custodian may deem desirable to assist it in performing certain of its non-custodial obligations under this Agreement without the consent of any Fund; provided, however, that the compensation of such person or persons shall be paid by the Custodian and that the Custodian shall be as fully responsible to the Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions under this Agreement.

 

Section 20.5 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Fund’s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.

 

Section 20.6 Additional Funds and Portfolios.

 

20.6.1       Additional Fund. If any management investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.

 

20.6.2       Additional Portfolio. If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which the Fund desires the Custodian to render services as custodian under the terms of this Agreement, the Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder.

 

Section 20.7 The Parties; Representations and Warranties. All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

 

20.7.1       Fund Representations and Warranties. Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

 

 

20.7.2       Custodian Representations and Warranties. The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

 

Section 20.8 Notices. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

 

To any Fund: c/o Federated Investors, Inc.

Federated Investors Tower - 21st Floor

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

Attention: Lori Hensler, Director of Funds Financial Services

Telephone: 412-288-1277

Telecopy: 412-288-8668

 

with a copy to:

Federated Investors, Inc.

Federated Investors Tower - 17th Floor

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

Attention: Chief Legal Officer

Telephone: 412-288-6331

Telecopy: 412-288-8668

 

 

To the Custodian: State Street Bank and Trust Company

1 Iron Street

Boston, MA 02110

Attention: Andrea Griffin

Telephone: 617-662-3590

Telecopy: 617-375-4279

 

with a copy to:

State Street Bank and Trust Company

Legal Division – Global Services Americas

One Lincoln Street

Boston, MA 02111

Attention: Senior Vice President and Senior Managing Counsel

 

Section 20.9 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.

 

Section 20.10 Severability; No Waiver. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

 

Section 20.11 Confidentiality. All information provided under this Agreement by or on behalf of a party or its agents or service providers (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 20.12 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose is expressly permitted under applicable law or regulation to disclose for a legitimate business purpose subject to confidentiality obligation, or has received the prior written consent of the Disclosing Party providing the information, which consent shall not be unreasonably withheld. A Receiving Party shall protect confidential information of a Disclosing Party at least to the same degree as the Receiving Party protects its own confidential information. All confidential information, provided by a Disclosing Party shall remain the property of such Disclosing Party. All confidential information, together with any copies thereof, in whatever form, shall, upon the Disclosing Party’s written request, be returned to the Disclosing Party or destroyed, at the Receiving Party’s election; provided, that the Receiving Party shall be permitted to retain all or any portion of the confidential information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices for backup and storage.

 

Section 20.12 Use of Data.

 

(a)               In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.

 

(b)       Subject to paragraph (c) below, the Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Fund and the Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Custodian’s compensation for services under this Agreement or such other agreement, and the Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Fund.

 

(c)       Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.

 

Section 20.13 Data Privacy. The Custodian will implement and maintain a written information security program that contains appropriate security measures generally consistent with industry standard practices aligned with a security framework appropriate for a large financial services company to safeguard the personal information of the Funds’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder.  The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security or other tax identification number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account, or (c) any other non-public personal information within the meaning of applicable law or regulation.  “Personal Information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public (except to the extent applicable law in a particular jurisdiction does not exclude such publicly available information from protection as personal information).

 

Section 20.14 Reproduction of Documents. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

 

Section 20.15 Regulation GG. Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

 

Section 20.16 Shareholder Communications Election. SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

 

YES [ ]The Custodian is authorized to release the Fund’s name, address, and share positions.

 

NO [X] The Custodian is not authorized to release the Fund’s name, address, and share positions.

 

Section 20.17 Business Continuity/Disaster Recovery. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Custodian’s control, the Custodian shall take reasonable steps to minimize service interruptions. Specifically, Custodian shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Custodian shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Fund upon request. Custodian will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to Custodian, the Fund retains the right to review Custodian’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the Custodian also shall discuss with senior management of the Fund any business continuity/disaster recovery plan of the Custodian and/or provide a high-level presentation summarizing such plan.

 

20.18       Anti-Money Laundering. With respect to the Fund's offering and sale of Interests at any time, and for all subsequent transfers of such interests, the Fund or its delegate shall, directly or indirectly and to the extent required by law: (i) conduct know your customer/client identity due diligence with respect to potential investors and transferees in the Interests and shall obtain and retain due diligence records for each investor and transferee; (ii) use its best efforts to ensure that each investor's and any transferee's funds used to purchase Interests shall not be derived from, nor the product of, any criminal activity; (iii) if requested, provide periodic written verifications that such investors/transferees have been checked against the United States Department of the Treasury Office of Foreign Assets Control database for any non-compliance or exceptions; and (iv) perform its obligations under this Section in accordance with all applicable anti-money laundering laws and regulations. In the event that the Custodian has received advice from counsel that access to underlying due diligence records pertaining to the investors/transferees is necessary to ensure compliance by the Custodian with relevant anti-money laundering (or other applicable) laws or regulations, the Fund shall, upon receipt of written request from the Custodian, provide the Custodian with copies of such due diligence records.

 

 

[Remainder of page intentionally left blank.]

 
 

 

Signature Page

 

 

In Witness Whereof, each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.

 

 

EACH OF THE MANAGEMENT INVESTMENT COMPANIES AND SERIES

SET FORTH ON APPENDIX A HERETO

 

 

By: /s/ Lori A. Hensler

Name: Lori A. Hensler

Title: Fund Treasurer

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

By:/s/ Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

 
 

 

APPENDIX A

to

Master Custodian Agreement

 

(revised as of December 1, 2020)

Management Investment Companies Registered with the SEC and Portfolios thereof, If Any

 

Federated Hermes Adjustable Rate Securities Trust

Federated Hermes Adjustable Rate Fund

 

Federated Hermes Adviser Series:

Federated Hermes Conservative Microshort Fund

Federated Hermes Conservative Municipal Microshort Fund

*Federated Hermes MDT Market Neutral Fund

 

Federated Hermes Equity Income Fund, Inc.

Federated Hermes Global Allocation Fund

Federated Hermes Government Income Securities, Inc.

Federated Hermes Government Income Trust

Federated Hermes Government Income Fund

 

Federated Hermes High Income Bond Fund, Inc.

Federated Hermes Total Return Bond Fund

 

Federated Hermes Short-Term Government Trust

Federated Hermes Short-Term Government Fund

 

Federated Hermes Short-Intermediate Government Trust

Federated Hermes Short-Intermediate Government Fund

 

Federated Hermes Core Trust:

Bank Loan Core Fund

** Mortgage Core Fund

**High Yield Bond Core Fund

Emerging Markets Core Fund

 

Federated Hermes Core Trust III:

Project and Trade Finance Core Fund

 

Federated Hermes Equity Funds:

Federated Hermes Clover Small Value Fund

Federated Hermes Kaufmann Fund

Federated Hermes Kaufmann Large Cap Fund

Federated Hermes Kaufmann Small Cap Fund

Federated Hermes MDT Mid Cap Growth Fund

Federated Hermes Prudent Bear Fund

Federated Hermes Strategic Value Dividend Fund

 

Federated Hermes Fixed Income Securities, Inc.:

Federated Hermes Strategic Income Fund

 

Federated Hermes High Yield Trust

Federated Hermes Opportunistic High Yield Bond Fund

 

Federated Hermes Income Securities Trust:

Federated Hermes Capital Income Fund

Federated Hermes Floating Rate Strategic Income Fund

Federated Hermes Fund for U.S. Government Securities

Federated Hermes Intermediate Corporate Bond Fund

Federated Hermes Real Return Bond Fund

Federated Hermes Short-Term Income Fund

 

Federated Hermes Index Trust:

Federated Hermes Max-Cap Index Fund

Federated Hermes Mid-Cap Index Fund

 

Federated Hermes Institutional Trust:

Federated Hermes Government Ultrashort Fund

Federated Hermes Institutional High Yield Bond Fund

Federated Hermes Short-Intermediate Total Return Bond Fund

 

Federated Hermes Insurance Series:

Federated Hermes Fund for U.S. Government Securities II

Federated Hermes High Income Bond Fund II

Federated Hermes Kaufmann Fund II

Federated Hermes Managed Volatility Fund II

Federated Hermes Government Money Fund II

Federated Hermes Quality Bond Fund II

 

Federated Hermes Investment Series Funds, Inc.:

Federated Hermes Corporate Bond Fund

 

Federated Hermes Managed Pool Series:

Federated Hermes Corporate Bond Strategy Portfolio

Federated Hermes High-Yield Strategy Portfolio

Federated Hermes Mortgage Strategy Portfolio

 

Federated Hermes MDT Series:

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Small Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

 

Federated Hermes Project and Trade Finance Tender Fund

 

Federated Total Return Series, Inc.:

Federated Hermes Select Total Return Bond Fund

Federated Hermes Total Return Bond Fund

Federated Hermes Ultrashort Bond Fund

 

Federated Hermes Money Market Obligations Trust:

Federated Hermes California Municipal Cash Trust

***Federated Hermes Georgia Municipal Cash Trust

Federated Hermes Government Obligations Fund

***Federated Hermes Massachusetts Municipal Cash Trust

Federated Hermes Institutional Money Market Management

Federated Hermes Municipal Obligations Fund

Federated Hermes New York Municipal Cash Trust

***Federated Hermes Pennsylvania Municipal Cash Trust

Federated Hermes Prime Cash Obligations Fund

Federated Hermes Institutional Prime Obligations Fund

Federated Hermes Institutional Prime Value Obligations Fund

Federated Hermes Tax-Free Obligations Fund

Federated Hermes Institutional Tax-Free Cash Trust

Federated Hermes Treasury Obligations Fund

Federated Hermes Trust for U.S. Treasury Obligations

***Federated Hermes Virginia Municipal Cash Trust

 
 

 

* Federated Hermes MDT Market Neutral Fund does not go effective yet.

** New names not effective until February 28, 2021.

*** Federated Hermes Georgia Municipal Cash Trust – will liquidate on or about 2/19/21.

***Federated Hermes Massachusetts Municipal Cash Trust– will liquidate on or about 2/19/21.

***Federated Hermes Pennsylvania Municipal Cash Trust– will liquidate on or about 2/19/21.

***Federated Hermes Virginia Municipal Cash Trust – will liquidate on or about 2/19/21

 

 

 
 

 

 

 

[          ]

 

 

 
 

 

Appendix A

 

Management Investment Companies Registered with the SEC and Portfolios thereof, If Any

 

Federated Hermes Adjustable Rate Securities Trust

Federated Hermes Equity Income Fund, Inc.

Federated Hermes Global Allocation Fund

Federated Hermes Government Income Securities, Inc.

Federated Hermes Government Income Trust

Federated Hermes High Income Bond Fund, Inc.

Federated Hermes Total Return Government Bond Fund

Federated Hermes Short-Term Government Trust

Federated Hermes Short-Intermediate Government Trust

 

 

Federated Hermes Core Trust:

Bank Loan Core Fund

Mortgage Core Fund

High Yield Bond Core Fund

Emerging Markets Core Fund

 

 

Federated Hermes Core Trust III:

Project and Trade Finance Core Fund

 

Federated Hermes Equity Funds:

Federated Hermes Clover Small Value Fund

Federated Hermes Kaufmann Fund

Federated Hermes Kaufmann Large Cap Fund

Federated Hermes Kaufmann Small Cap Fund

Federated Hermes MDT Mid Cap Growth Fund

Federated Hermes Prudent Bear Fund

Federated Hermes Strategic Value Dividend Fund

 

Federated Hermes Fixed Income Securities, Inc.:

Federated Hermes Strategic Income Fund

 

Federated Hermes High Yield Trust

Federated Hermes Equity Advantage Fund

Federated Hermes Opportunistic High Yield Bond Fund

 

Federated Hermes Income Securities Trust:

Federated Hermes Capital Income Fund

Federated Hermes Floating Rate Strategic Income Fund

Federated Hermes Fund for U.S. Government Securities

Federated Hermes Intermediate Corporate Bond Fund

Federated Hermes Real Return Bond Fund

Federated Hermes Short-Term Income Fund

 

Federated Hermes Index Trust:

Federated Hermes Max-Cap Index Fund

Federated Hermes Mid-Cap Index Fund

 

Federated Hermes Institutional Trust:

Federated Hermes Government Ultrashort Fund

Federated Hermes Institutional High Yield Bond Fund

Federated Hermes Short-Intermediate Total Return Bond Fund

 

Federated Hermes Insurance Series:

Federated Hermes Fund for U.S. Government Securities II

Federated Hermes High Income Bond Fund II

Federated Hermes Hermes Kaufmann Fund II

Federated Managed Volatility Fund II

Federated Hermes Government Money Fund II

Federated Hermes Quality Bond Fund II

 

Federated Hermes Investment Series Funds, Inc.:

Federated Hermes Corporate Bond Fund

 

Federated Hermes Managed Pool Series:

Federated Hermes Corporate Bond Strategy Portfolio

Federated Hermes High-Yield Strategy Portfolio

Federated Hermes Managed Volatility Strategy Portfolio

Federated Hermes Mortgage Strategy Portfolio

 

Federated Hermes MDT Series:

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Small Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

 

Federated Hermes Project and Trade Finance Tender Fund

 

Federated Hermes Total Return Series, Inc.:

Federated Hermes Select Total Return Bond Fund

Federated Hermes Total Return Bond Fund

Federated Hermes Ultrashort Bond Fund

 

 

Federated Hermes Money Market Obligations Trust:

Federated Hermes California Municipal Cash Trust

Federated Hermes Connecticut Municipal Cash Trust

Federated Hermes Florida Municipal Cash Trust

Federated Hermes Georgia Municipal Cash Trust

Federated Hermes Government Obligations Fund

Federated Hermes Massachusetts Municipal Cash Trust

Federated Hermes Michigan Municipal Cash Trust

Federated Hermes Institutional Money Market Management

Federated Hermes Municipal Obligations Fund

Federated Hermes New York Municipal Cash Trust

Federated Hermes Ohio Municipal Cash Trust

Federated Hermes Pennsylvania Municipal Cash Trust

Federated Hermes Prime Cash Obligations Fund

Federated Hermes Institutional Prime Obligations Fund

Federated Hermes Institutional Prime Value Obligations Fund

Federated Hermes Tax-Free Obligations Fund

Federated Hermes Institutional Tax-Free Cash Trust

Federated Hermes Treasury Obligations Fund

Federated Hermes Trust for U.S. Treasury Obligations

Federated Hermes Virginia Municipal Cash Trust

 

 
 

 

Appendix B

 

[     ]

 

 

 
 

 

LOAN SERVICES ADDENDUM

TO AMENDED AND RESTATED

MASTER CUSTODIAN AGREEMENT

 

ADDENDUM to that certain Amended and Restated Master Custodian Agreement, dated March 1, 2017, as amended (the “Custodian Agreement”) by and among each fund (a “Fund”) identified on Appendix A thereto or made subject thereto pursuant to Section 20.6 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”). As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

 

The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund on behalf of one or more of its Portfolios.

 

Section 1. Payment Custody. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,

 

(a)       the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

 

(b)       the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

 

Section 2. Monitoring. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,

 

(a)       the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”); and

 

(b)       the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, use best efforts to notify the agent of the obligor and/or any other intermediary banks of the obligor’s failure to make timely payment, and (ii) if such payment is not received, promptly notify the Fund (or the Investment Manager on its behalf) of such obligor’s failure to make the loan payment, and (iii) provide a report to the Fund that the payment has not been received and (iv) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.

 

Section 3. Exculpation of the Custodian.

 

(a)       Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

 

(b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

 

(c)       Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

 

 

 
 

 

Global Custody Network

Schedule A

 

DECEMBER 31, 2016

MARKET SUBCUSTODIAN ADDRESS
Albania Raiffeisen Bank sh.a. Blv. "Bajram Curri" ETC – Kati 14
Tirana, Albania
Argentina Citibank, N.A. Bartolome Mitre 530
1036 Buenos Aires, Argentina
Australia The Hongkong and Shanghai Banking Corporation Limited HSBC Securities Services
Level 3, 10 Smith St.,
Parramatta, NSW 2150, Australia
Austria Deutsche Bank AG Fleischmarkt 1
A-1010 Vienna, Austria
UniCredit Bank Austria AG Custody Department / Dept. 8398-TZ Julius Tandler Platz 3
A-1090 Vienna, Austria
Bahrain HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) 1st Floor, Bldg. #2505
Road # 2832, Al Seef 428
Kingdom of Bahrain
Bangladesh Standard Chartered Bank Silver Tower, Level 7
52 South Gulshan Commercial Area
Gulshan 1, Dhaka 1212, Bangladesh
Belgium Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch) De Entrees 99-197
1101 HE Amsterdam, Netherlands
Benin via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Bermuda HSBC Bank Bermuda Limited 6 Front Street
Hamilton, HM06, Bermuda
Federation of Bosnia and Herzegovina UniCredit Bank d.d. Zelenih beretki 24
71 000 Sarajevo
Federation of Bosnia and Herzegovina
Botswana Standard Chartered Bank Botswana Limited 4th Floor, Standard Chartered House
Queens Road
The Mall
Gaborone, Botswana
Brazil Citibank, N.A. AV Paulista 1111
São Paulo, SP 01311-920 Brazil
Bulgaria Citibank Europe plc, Bulgaria Branch Serdika Offices, 10th floor
48 Sitnyakovo Blvd.
1505 Sofia, Bulgaria
UniCredit Bulbank AD 7 Sveta Nedelya Square
1000 Sofia, Bulgaria
Burkina Faso via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Canada State Street Trust Company Canada 30 Adelaide Street East, Suite 800
Toronto, ON Canada M5C 3G6
Chile Itaú CorpBanca S.A. Presidente Riesco Street # 5537
Floor 18
Las Condes, Santiago de Chile
Peoples Republic of China HSBC Bank (China) Company Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) 33rd Floor, HSBC Building, Shanghai IFC
8 Century Avenue
Pudong, Shanghai, China (200120)
China Construction Bank Corporation (for A-share market only) No.1 Naoshikou Street Chang An Xing Rong Plaza Beijing 100032-33, China
Citibank N.A. (for Shanghai – Hong Kong Stock Connect market only) 39/F., Champion Tower
3 Garden Road
Central, Hong Kong
The Hongkong and Shanghai Banking Corporation Limited (for Shanghai – Hong Kong Stock Connect market only) Level 30,
HSBC Main Building
1 Queen's Road
Central, Hong Kong
Standard Chartered Bank (Hong Kong) Limited (for Shanghai – Hong Kong Stock Connect market) 15th Floor Standard Chartered Tower
388 Kwun Tong Road
Kwun Tong, Hong Kong
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria Carrera 9A, No. 99-02
Bogotá DC, Colombia
Costa Rica Banco BCT S.A. 160 Calle Central
Edificio BCT
San José, Costa Rica
Croatia Privredna Banka Zagreb d.d. Custody Department
Radnička cesta 50
10000 Zagreb, Croatia
Zagrebacka Banka d.d. Savska 60
10000 Zagreb, Croatia
Cyprus BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch) 2 Lampsakou Str.
115 28 Athens, Greece
Czech Republic Československá obchodní banka, a.s. Radlická 333/150
150 57 Prague 5, Czech Republic
UniCredit Bank Czech Republic and Slovakia, a.s.

BB Centrum – FILADELFIE Želetavská 1525/1 140 92 Praha 4 - Michle, Czech Republic

 

 

Denmark Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Danmark A/S) Strandgade 3
0900 Copenhagen C, Denmark
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch) Bernstorffsgade 50
1577 Copenhagen, Denmark
Egypt HSBC Bank Egypt S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) 6th Floor
306 Corniche El Nil
Maadi
Cairo, Egypt
Estonia AS SEB Pank Tornimäe 2
15010 Tallinn, Estonia
Finland Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Finland Plc.) Satamaradankatu 5
00500 Helsinki, Finland
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch) Securities Services
Box 630
SF-00101 Helsinki, Finland
France Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch) De Entrees 99-197
1101 HE Amsterdam, Netherlands
Republic of Georgia JSC Bank of Georgia 29a Gagarini Str. Tbilisi 0160, Georgia
Germany State Street Bank International GmbH Brienner Strasse 59
80333 Munich, Germany
  Deutsche Bank AG Alfred-Herrhausen-Allee 16-24
D-65760 Eschborn, Germany
Ghana Standard Chartered Bank Ghana Limited P. O. Box 768
1st Floor
High Street Building
Accra, Ghana
Greece BNP Paribas Securities Services, S.C.A. 2 Lampsakou Str.
115 28 Athens, Greece
Guinea-Bissau via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Hong Kong Standard Chartered Bank (Hong Kong) Limited 15th Floor Standard Chartered Tower
388 Kwun Tong Road
Kwun Tong, Hong Kong
Hungary Citibank Europe plc Magyarországi Fióktelepe 7 Szabadság tér, Bank Center
Budapest, H-1051 Hungary
UniCredit Bank Hungary Zrt. 6th Floor
Szabadság tér 5-6
H-1054 Budapest, Hungary
Iceland Landsbankinn hf. Austurstti 11
155 Reykjavik, Iceland
India Deutsche Bank AG Block B1, 4th Floor, Nirlon Knowledge Park
Off Western Express Highway
Goregaon (E)
Mumbai 400 063, India
The Hongkong and Shanghai Banking Corporation Limited 11F, Building 3, NESCO - IT Park, NESCO Complex,
Western Express Highway
Goregaon (East), Mumbai 400 063, India
Indonesia Deutsche Bank AG Deutsche Bank Building, 4th floor
Jl. Imam Bonjol, No. 80
Jakarta 10310, Indonesia
Ireland State Street Bank and Trust Company, United Kingdom branch 525 Ferry Road
Edinburgh EH5 2AW, Scotland
Israel Bank Hapoalim B.M. 50 Rothschild Boulevard
Tel Aviv, Israel 61000
Italy Deutsche Bank S.p.A. Investor Services
Via Turati 27 – 3rd Floor
20121 Milan, Italy
Ivory Coast Standard Chartered Bank Côte dIvoire S.A. 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Japan Mizuho Bank, Limited Shinagawa Intercity Tower A
2-15-1, Konan, Minato-ku
Tokyo 108-6009, Japan
The Hongkong and Shanghai Banking Corporation Limited HSBC Building
11-1 Nihonbashi 3-chome, Chuo-ku
Tokyo 1030027, Japan
Jordan Standard Chartered Bank Shmeissani Branch
Al-Thaqafa Street, Building # 2
P.O. Box 926190
Amman 11110, Jordan
Kazakhstan JSC Citibank Kazakhstan Park Palace, Building A,
41 Kazibek Bi street,
Almaty 050010, Kazakhstan
Kenya Standard Chartered Bank Kenya Limited Custody Services
Standard Chartered @ Chiromo, Level 5
48 Westlands Road
P.O. Box 40984 – 00100 GPO Nairobi, Kenya
Republic of Korea Deutsche Bank AG 18th Fl., Young-Poong Building
41 Cheonggyecheon-ro
Jongro-ku-, Seoul 03188, Korea
The Hongkong and Shanghai Banking Corporation Limited 5F
HSBC Building #37
Chilpae-ro
Jung-gu, Seoul 04511, Korea
Kuwait HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra Tower, 37F
P. O. Box 1683, Safat 13017, Kuwait
Latvia AS SEB banka Unicentrs, Valdlauči
LV-1076 Kekavas pag., Rigas raj., Latvia
Lebanon HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) St. Georges Street, Minet El-Hosn
Beirut 1107 2080, Lebanon
Lithuania AB SEB bankas Gedimino av. 12
LT 2600 Vilnius, Lithuania
Malawi Standard Bank Limited Kaomba Centre
Cnr. Victoria Avenue & Sir Glyn Jones
Road
Blantyre, Malawi
Malaysia Deutsche Bank (Malaysia) Berhad Domestic Custody Services
Level 20, Menara IMC
8 Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Standard Chartered Bank Malaysia Berhad Menara Standard Chartered
30 Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Mali via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Mauritius The Hongkong and Shanghai Banking Corporation Limited 6F HSBC Centre
18 CyberCity
Ebene, Mauritius
Mexico Banco Nacional de México, S.A. 3er piso, Torre Norte
Act. Roberto Medellín No. 800
Col. Santa Fe
Mexico, DF 01219
Morocco Citibank Maghreb Zénith Millénium Immeuble1
Sidi Maârouf – B.P. 40
Casablanca 20190, Morocco
Namibia Standard Bank Namibia Limited Standard Bank Center
Cnr. Werner List St. and Post St. Mall
2nd Floor
Windhoek, Namibia
Netherlands Deutsche Bank AG De Entrees 99-197
1101 HE Amsterdam, Netherlands
New Zealand The Hongkong and Shanghai Banking Corporation Limited HSBC House
Level 7, 1 Queen St.
Auckland 1010, New Zealand
Niger via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Nigeria Stanbic IBTC Bank Plc. Plot 1712
Idejo St
Victoria Island,
Lagos 101007, Nigeria
Norway Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Norge ASA) Essendropsgate 7
0368 Oslo, Norway
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch) P.O. Box 1843 Vika
Filipstad Brygge 1
N-0123 Oslo, Norway
Oman HSBC Bank Oman S.A.O.G. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) 2nd Floor Al Khuwair
PO Box 1727 PC 111
Seeb, Oman
Pakistan Deutsche Bank AG Unicentre – Unitowers I.I. Chundrigar Road P.O. Box 4925
Karachi - 74000, Pakistan
Panama Citibank, N.A. Boulevard Punta Pacifica Torre de las Americas Apartado
Panama City, Panama 0834-00555
Peru Citibank del Perú, S.A. Canaval y Moreyra 48
3rd Floor, San Isidr
Lima 27, Perú
Philippines Deutsche Bank AG Global Transaction Banking
Tower One, Ayala Triangle
1226 Makati City, Philippines
Poland Bank Handlowy w Warszawie S.A. ul. Senatorska 16
00-293 Warsaw, Poland
Bank Polska Kasa Opieki S.A. 31 Zwirki I Wigury Street
02-091, Warsaw, Poland
Portugal Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch) De Entrees 99-197
1101 HE Amsterdam, Netherlands
Puerto Rico Citibank N.A. 1 Citibank Drive, Lomas Verdes Avenue
San Juan, Puerto Rico 00926
Qatar HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) 2 Fl Ali Bin Ali Tower
Building no.: 150
Airport Road
Doha, Qatar
Romania Citibank Europe plc, Dublin – Romania Branch 8, Iancu de Hunedoara Boulevard
712042, Bucharest Sector 1, Romania
Russia AO Citibank 8-10 Gasheka Street, Building 1
125047 Moscow, Russia
Saudi Arabia HSBC Saudi Arabia Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) HSBC Head Office
7267 Olaya - Al Murooj
Riyadh 12283-2255
Kingdom of Saudi Arabia
Senegal via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Serbia UniCredit Bank Serbia JSC Rajiceva 27-29
11000 Belgrade, Serbia
Singapore Citibank N.A. 3 Changi Business Park Crescent
#07-00, Singapore 486026
United Overseas Bank Limited 156 Cecil Street
FEB Building #08-03
Singapore 069544
Slovak Republic UniCredit Bank Czech Republic and Slovakia, a.s. Ŝancová 1/A
813 33 Bratislava, Slovak Republic
Slovenia UniCredit Banka Slovenija d.d. Šmartinska 140
SI-1000 Ljubljana, Slovenia
South Africa FirstRand Bank Limited Mezzanine Floor
3 First Place Bank City
Corner Simmonds & Jeppe Sts. Johannesburg 2001
Republic of South Africa
Standard Bank of South Africa Limited 3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001
Republic of South Africa
Spain Deutsche Bank S.A.E. Calle de Rosario Pino 14-16, Planta 1
28020 Madrid, Spain
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited 24, Sir Baron Jayatilake Mawatha
Colombo 01, Sri Lanka
Republic of Srpska UniCredit Bank d.d. Zelenih beretki 24
71 000 Sarajevo
Federation of Bosnia and Herzegovina
Swaziland Standard Bank Swaziland Limited Standard House, Swazi Plaza
Mbabane, Swaziland H101
Sweden Nordea Bank AB (publ) Smålandsgatan 17
105 71 Stockholm, Sweden
Skandinaviska Enskilda Banken AB (publ) Sergels Torg 2
SE-106 40 Stockholm, Sweden
Switzerland Credit Suisse (Switzerland) Limited Uetlibergstrasse 231
8070 Zurich, Switzerland
UBS Switzerland AG Max-Högger-Strasse 80-82
CH-8048 Zurich-Alstetten, Switzerland
Taiwan - R.O.C. Deutsche Bank AG 296 Ren-Ai Road
Taipei 106 Taiwan, Republic of China
  Standard Chartered Bank (Taiwan) Limited 168 Tun Hwa North Road
Taipei 105, Taiwan, Republic of China
Tanzania Standard Chartered Bank (Tanzania) Limited 1 Floor, International House
Corner Shaaban Robert St and Garden
Ave
PO Box 9011
Dar es Salaam, Tanzania
Thailand Standard Chartered Bank (Thai) Public Company Limited Sathorn Nakorn Tower 
14t
h Floor, Zone B 
90 North Sathorn Road
Silom, Bangkok 10500, Thailand
Togo via Standard Chartered Bank Côte dIvoire S.A., Abidjan, Ivory Coast 23, Bld de la République
17 BP 1141 Abidjan 17 Côte dIvoire
Tunisia Union Internationale de Banques 65 Avenue Bourguiba
1000 Tunis, Tunisia
Turkey Citibank, A.Ş. Tekfen Tower
Eski Buyukdere Caddesi 209
Kat 3
Levent 34394 Istanbul, Turkey
Deutsche Bank A.Ş. Eski Buyukdere Caddesi
Tekfen Tower No. 209
Kat: 17 4
Levent 34394 Istanbul, Turkey
Uganda Standard Chartered Bank Uganda Limited 5 Speke Road
P.O. Box 7111
Kampala, Uganda
Ukraine PJSC Citibank 16-g Dilova St.
Kyiv 03150, Ukraine
United Arab Emirates Dubai Financial Market HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) HSBC Securities Services
Emaar Square
Level 3, Building No. 5
P O Box 502601
Dubai, United Arab Emirates
United Arab Emirates Dubai International Financial Center HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) HSBC Securities Services
Emaar Square
Level 3, Building No. 5
P O Box 502601
Dubai, United Arab Emirates
United Arab Emirates Abu Dhabi HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) HSBC Securities Services
Emaar Square
Level 3, Building No. 5
P O Box 502601
Dubai, United Arab Emirates
United Kingdom State Street Bank and Trust Company, United Kingdom branch 525 Ferry Road
Edinburgh EH5 2AW, Scotland
Uruguay Banco Itaú Uruguay S.A. Zabala 1463
11000 Montevideo, Uruguay
Venezuela Citibank, N.A. Centro Comercial El Recreo
Torre Norte, Piso 19
Avenida Casanova
Caracas, Venezuela 1050
Vietnam HSBC Bank (Vietnam) Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Centre Point
106 Nguyen Van Troi Street
Phu Nhuan District
Ho Chi Minh City, Vietnam
Zambia Standard Chartered Bank Zambia Plc. Standard Chartered House
Cairo Road
P.O. Box 32238
10101, Lusaka, Zambia
Zimbabwe Stanbic Bank Zimbabwe Limited (as delegate of Standard Bank of South Africa Limited) 3rd Floor
Stanbic Centre
59 Samora Machel Avenue
Harare, Zimbabwe

 

 

 

 
 

 

Depositories Operating in Network Markets Schedule B

 

DECEMBER 31, 2016

 

MARKET DEPOSITORY TYPES OF SECURITIES
Albania Bank of Albania Government debt
Argentina Caja de Valores S.A. Equities, government and corporate bonds, and corporate money market instruments
Australia Austraclear Limited Government securities, corporate bonds, and corporate money market instruments
Austria OeKB Central Securities Depository GmbH All securities listed on Wiener Börse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities)
Bahrain Clearing, Settlement, Depository and Registry System of the Bahrain Bourse Equities
Bangladesh Bangladesh Bank Government securities
Central Depository Bangladesh Limited Equities and corporate bonds
Belgium Euroclear Belgium Equities and most corporate bonds
National Bank of Belgium Government securities, corporate bonds, and money market instruments
Benin Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Bermuda Bermuda Securities Depository Equities, corporate bonds
Federation of Bosnia and Herzegovina Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d. Equities, corporate bonds, government securities, money market instruments
Botswana Bank of Botswana Government debt
Central Securities Depository Company of Botswana Ltd. Equities and corporate bonds
Brazil Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP) Corporate debt and money market instruments
Companhia Brasileira de Liquidação e Cusdia (CBLC) All equities listed on BM&F BOVESPA S.A. and SOMA, and non-financial corporate bonds traded at BM&F BOVESPA S.A.
Sistema Especial de Liquidação e de Cusdia (SELIC) Government debt issued by the central bank and the National Treasury
Bulgaria Bulgarian National Bank Government securities
Central Depository AD Eligible equities and corporate bonds
Burkina Faso Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Canada The Canadian Depository for Securities Limited All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset- backed securities
Chile Depósito Central de Valores S.A. Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments
Peoples Republic of China China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds, and warrants
China Central Depository and Clearing Co., Ltd. Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds
Colombia Depósito Central de Valores Securities issued by the central bank and the Republic of Colombia
  Depósito Centralizado de Valores de Colombia S.A. (DECEVAL) Equities, corporate bonds, money market instruments
Costa Rica Interclear Central de Valores S.A. Securities traded on Bolsa Nacional de Valores
Croatia Središnje klirinško depozitarno društvo d.d. Eligible equities, corporate bonds, government securities, and corporate money market instruments
Cyprus Central Depository and Central Registry Equities, corporate bonds, dematerialized government securities, corporate money market instruments
Czech Republic Centrální depozitář cenných parů, a.s. All dematerialized equities, corporate debt, and government debt, excluding Treasury bills
Czech National Bank Treasury bills
Denmark VP Securities A/S Equities, government securities, corporate bonds, corporate money market instruments, warrants
Egypt Central Bank of Egypt Treasury bills
Misr for Central Clearing, Depository and Registry S.A.E. Eligible equities, corporate bonds, and Treasury bonds
Estonia AS Eesti Väärtpaberikeskus All registered equity and debt securities
Finland Euroclear Finland Equities, corporate bonds, government securities, money market instruments
France Euroclear France Government securities, equities, bonds, and money market instruments
Republic of Georgia Georgian Central Securities Depository Equities, corporate bonds, and money market instruments
National Bank of Georgia Government securities
Germany Clearstream Banking AG, Frankfurt Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates
Ghana Central Securities Depository (Ghana) Limited Government securities and Bank of Ghana securities; equities and corporate bonds
Greece Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form Government debt
Hellenic Central Securities Depository Eligible listed equities, government debt, and corporate bonds
Guinea-Bissau Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
  Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Hong Kong Central Moneymarkets Unit Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments
Hong Kong Securities Clearing Company Limited Securities listed or traded on the Stock Exchange of Hong Kong Limited
Hungary KELER Központi Érktár Zrt. Government securities, equities, corporate bonds, and investment fund notes
Iceland Nasdaq verðbréfamiðstöð hf. Government securities, equities, corporate bonds, and money market instruments
India Central Depository Services (India) Limited Eligible equities, debt securities, and money market instruments
National Securities Depository Limited Eligible equities, debt securities, and money market instruments
Reserve Bank of India Government securities
Indonesia Bank Indonesia Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills)
PT Kustodian Sentral Efek Indonesia Equities, corporate bonds, and money market instruments
Ireland Euroclear UK & Ireland Limited GBP- and EUR-denominated money market instruments
Euroclear Bank S.A./N.V. Government securities
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) Government securities, equities, corporate bonds and trust fund units
Italy Monte Titoli S.p.A. Equities, corporate debt, government debt, money market instruments, and warrants
Ivory Coast Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Japan Bank of Japan – Financial Network System Government securities
Japan Securities Depository Center (JASDEC) Incorporated Equities, corporate bonds, and corporate money market instruments
Jordan Central Bank of Jordan Treasury bills, government bonds, development bonds, and public entity bonds
Securities Depository Center Equities and corporate bonds
Kazakhstan Central Securities Depository Government securities, equities, corporate bonds, and money market instruments
Kenya Central Bank of Kenya Treasury bills and Treasury bonds
Central Depository and Settlement Corporation Limited Equities and corporate debt
Republic of Korea Korea Securities Depository Equities, government securities, corporate bonds and money market instruments
Kuwait Kuwait Clearing Company Money market instruments, equities, and corporate bonds
Latvia Latvian Central Depository Equities, government securities, corporate bonds, and money market instruments
Lebanon Banque du Liban Government securities and certificates of deposit issued by the central bank
Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L. Equities, corporate bonds and money market instruments
Lithuania Central Securities Depository of Lithuania All securities available for public trading
Malawi Reserve Bank of Malawi Reserve Bank of Malawi bills and Treasury bills
Malaysia Bank Negara Malaysia Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments
Bursa Malaysia Depository Sdn. Bhd. Securities listed on Bursa Malaysia Securities Berhad
Mali Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Mauritius Bank of Mauritius Government debt (traded through primary dealers)
Central Depository and Settlement Co. Limited Listed and unlisted equity and debt securities  (corporate debt and T-bills traded on the exchange)
Mexico S.D. Indeval, S.A. de C.V. All securities
Morocco Maroclear Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper
Namibia Bank of Namibia Treasury bills
Netherlands Euroclear Nederland Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds
New Zealand New Zealand Central Securities Depository Limited Government securities, equities, corporate bonds, and money market instruments
Niger Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Nigeria Central Bank of Nigeria Treasury bills and government bonds
Central Securities Clearing System Limited Equities and corporate bonds traded on the Nigeria Stock Exchange
Norway Verdipapirsentralen All listed securities
Oman Muscat Clearing & Depository Company S.A.O.G. Equities, corporate bonds, government debt
Pakistan Central Depository Company of Pakistan Limited Equities and corporate bonds
State Bank of Pakistan Government securities
Panama Central Latinoamericana de Valores, S.A. (LatinClear) Equities, government and corporate debt, commercial paper, short-term securities
Peru CAVALI S.A. Institución de Compensación y Liquidación de Valores All securities in book-entry form traded on the stock exchange
Philippines Philippine Depository & Trust Corporation Eligible equities and debt
Registry of Scripless Securities (ROSS) of the Bureau of the Treasury Government securities
Poland Rejestr Papierów Wartościowych Treasury bills
Krajowy Depozyt Papierów Wartościowych, S.A. Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts
Portugal INTERBOLSA - Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. All local Portuguese instruments
Qatar Qatar Central Securities Depository Equities, government bonds and Treasury bills listed on the Qatar Exchange
Romania National Bank of Romania Treasury bills and bonds
S.C. Depozitarul Central S.A. Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds
Russia National Settlement Depository Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and corporate debt denominated in RUB
Saudi Arabia Saudi Arabian Monetary Authority Government securities and Saudi government development bonds (SGDBs)
Tadawul Central Securities Depository Equities
Senegal Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Serbia Central Securities Depository and Clearinghouse All instruments
Singapore Monetary Authority of Singapore Government securities
The Central Depository (Pte.) Limited Eligible listed equities and eligible private debt traded in Singapore
Slovak Republic Centrálny depozitár cenných papierov SR, a.s. All dematerialized securities
Slovenia KDD – Centralna klirinško depotna družba d.d. All publicly traded securities
South Africa Strate (Pty) Ltd. Eligible equities, government securities, corporate bonds, money market instruments, and warrants
Spain IBERCLEAR Government securities, equities, warrants, money market instruments, and corporate bonds
Sri Lanka Central Bank of Sri Lanka Government securities
Central Depository System (Pvt) Limited Equities and corporate bonds
Republic of Srpska Central Registry of Securities in the Republic of Srpska JSC Government securities, equities, and corporate and municipal bonds
Swaziland Central Bank of Swaziland Treasury bills and Treasury bonds
Sweden Euroclear Sweden Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants
Switzerland SIX SIS AG Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants
Taiwan - R.O.C. Central Bank of the Republic of China (Taiwan) Government securities
Taiwan Depository and Clearing Corporation Listed equities, short-term bills, and corporate bonds
Tanzania Central Depository System (CDS), a department of the Dar es Salaam Stock Exchange Equities and corporate bonds
Thailand Thailand Securities Depository Company Limited Government securities, equities and corporate bonds
Togo Dépositaire Central – Banque de Règlement All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Banque Centrale des Etats d’Afrique de lOuest Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Tunisia Tunisie Clearing All eligible listed securities
Turkey Central Bank of Turkey Government securities
Central Registry Agency Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds
Uganda Bank of Uganda Treasury bills and Treasury bonds
Securities Central Depository Equities, corporate bonds
Ukraine National Depository of Ukraine Equities, bonds, and money market instruments
United Arab Emirates – Abu Dhabi Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange Equities, government securities, and corporate debt
United Arab Emirates – Dubai Financial Market Clearing, Settlement and Depository Division, a department of the Dubai Financial Market Equities, government securities, and corporate debt listed on the DFM
United Arab Emirates – Dubai International Financial Center Central Securities Depository, owned and operated by NASDAQ Dubai Limited Equities, corporate bonds, and corporate money market instruments
United Kingdom Euroclear UK & Ireland Limited GBP- and EUR-denominated money market instruments
Uruguay Banco Central del Uruguay Government securities
Venezuela Banco Central de Venezuela Government securities
  Caja Venezolana de Valores Equities and corporate bonds
Vietnam Vietnam Securities Depository Equities, government bonds, T-bills, corporate bonds, and public fund certificates
Zambia Bank of Zambia Treasury bills and Treasury bonds
  LuSE Central Shares Depository Limited Treasury bonds, corporate bonds, and equities
Zimbabwe Chengetedzai Depository Company Limited Equities and corporate bonds
  Reserve Bank of Zimbabwe Treasury bills and Treasury bonds

 

 

 

 

 

 

 

TRANSNATIONAL DEPOSITORIES

 

Euroclear Bank S.A./N.V. Domestic securities from more than 40 markets

 

Clearstream Banking, S.A. Domestic securities from more than 50 markets

 

 

 

 
 

 

Global Custody Network Publications

Schedule C

 

Publication / Type of Information

(scheduled update frequency)

Brief Description

The Guide to Custody in World Markets

(regular my.statestreet.com updates)

An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.

Global Custody Network Review

(updated annually on my.statestreet.com)

Information relating to Foreign Subcustodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks.

Securities Depository Review

(updated annually on my.statestreet.com)

Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.

Global Legal Survey

(updated annually on my.statestreet.com)

With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts:

 

(i) access of a fund’s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System,

 

(ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System,

 

(iii) a fund’s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and

 

(iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.

Subcustodian Agreements

(available on CD-ROM annually)

Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund  assets in the markets in which State Street offers custodial services.

Global Market Bulletin

(daily or as necessary via email and on my.statestreet.com)

Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients.
Foreign Custody Risk Advisories (provided as necessary and on my.statestreet.com) For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.

Foreign Custody Manager Material

Change Notices

(quarterly or as necessary and on my.statestreet.com)

Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.

 

 

Please contact GlobalMarketInformation@statestreet.com with questions about this document.

 

The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.

 

Copyright 2017 State Street Corporation

 

www.statestreet.com

 

 

 

 
 

 

 

 

 

[     ]

 

 

 

 

 
 

 


January 19, 2021

State Street Bank and Trust Company
1 Iron Street
Boston, MA 02110
Attention: Andrea Griffin, Vice President

Re: FEDERATED HERMES ADVISER SERIES (the “Company”)

Ladies and Gentlemen:

Please be advised that the undersigned Company has established new Funds to be known as Federated Hermes Conservative Municipal Microshort Fund, and Federated Hermes Conservative Microshort Fund, respectively (the “Funds”).

In accordance with Section 20.6, the Additional Funds and Portfolios provision, of the Master Custodian Agreement dated as of March 1, 2017, as amended, modified, or supplemented from time to time (the “Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company (“State Street”), the undersigned Company hereby requests that State Street act as Custodian for the new Funds under the terms of the Agreement, and that Appendix A to the Agreement is hereby amended and restated as set forth on Exhibit A attached hereto. In connection with such request, the undersigned Company hereby confirms, as of the date hereof, its representations and warranties set forth in Section 20.7.1 of the Agreement.

Please indicate your acceptance of the foregoing by executing this letter agreement and returning a copy to the Company.

Sincerely,

FEDERATED HERMES ADVISER SERIES
on behalf of:

FEDERATED HERMES CONSERVATIVE MUNICIPAL MICROSHORT FUND, and

FEDERATED HERMES CONSERVATIVE MICROSHORT FUND

By:  /s/ Lori A. Hensler

Name:  Lori A. Hensler

Title:  Treasurer , Duly Authorized

Agreed and Accepted:

STATE STREET BANK AND TRUST COMPANY

By:  /s/ Stefanie Mansfield

Name:  Stefanie Mansfield

Title:  Managing Director , Duly Authorized

Effective Date:  January 19, 2021

APPENDIX A

TO

MASTER CUSTODIAN AGREEMENT DATED MARCH 1, 2017

(revised as of March 1, 2021)

MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY

Federated Hermes Equity Income Fund, Inc. Federated Hermes Fund for U.S. Government Securities
Federated Hermes Global Allocation Fund Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Government Income Securities, Inc. Federated Hermes Real Return Bond Fund
  Federated Hermes Short-Term Income Fund
Federated Hermes Adjustable Rate Securities Trust:  
Federated Hermes Adjustable Rate Fund Federated Hermes Institutional Trust:
  Federated Hermes Government Ultra Short Fund
Federated Hermes Adviser Series: Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Conservative Municipal Microshort Fund Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Conservative Microshort Fund  
Federated Hermes MDT Market Neutral Fund Federated Hermes Insurance Series:
Federated Hermes Government Income Trust: Federated Hermes Fund for U.S. Government Securities II
Federated Hermes Government Income Fund Federated Hermes High Income Bond Fund II
  Federated Hermes Kaufmann Fund II
Federated Hermes High Income Bond Fund, Inc. Federated Hermes Managed Volatility Fund II
Federated Hermes Total Return Government Bond Fund Federated Hermes Government Money Fund II
  Federated Hermes Quality Bond Fund II
Federated Hermes Short-Term Government Trust:  
Federated Hermes Short-Term Government Fund Federated Hermes Investment Series Funds, Inc.:
  Federated Hermes Corporate Bond Fund
Federated Hermes Short-Intermediate Government Trust:  
Federated Short-Intermediate Government Fund Federated Hermes Managed Pool Series:
  Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes Core Trust: Federated Hermes High-Yield Strategy Portfolio
Bank Loan Core Fund Federated Hermes Mortgage Strategy Portfolio
Mortgage Core Fund  
High Yield Bond Core Fund Federated Hermes MDT Series:
Emerging Markets Core Fund Federated Hermes MDT All Cap Core Fund
  Federated Hermes MDT Balanced Fund
Federated Hermes Core Trust III: Federated Hermes MDT Large Cap Growth Fund
Project and Trade Finance Core Fund Federated Hermes MDT Small Cap Growth Fund
  Federated Hermes MDT Small Cap Core Fund
Federated Hermes Equity Funds:  
Federated Hermes Clover Small Value Fund Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Kaufmann Fund  
Federated Hermes Kaufmann Large Cap Fund Federated Hermes Total Return Series, Inc.:
Federated Hermes Kaufmann Small Cap Fund Federated Hermes Select Total Return Bond Fund
Federated Hermes MDT Mid Cap Growth Fund Federated Hermes Total Return Bond Fund
Federated Hermes Prudent Bear Fund Federated Hermes Ultrashort Bond Fund
   
Federated Hermes Fixed Income Securities, Inc.: Federated Hermes Money Market Obligations Trust:
Federated Hermes Strategic Income Fund Federated Hermes California Municipal Cash Trust
Federated Hermes High Yield Trust Federated Hermes Government Obligations Fund
Federated Hermes Equity Advantage Fund Federated Hermes Institutional Money Market Management
Federated Hermes Opportunistic High Yield Bond Fund Federated Hermes Municipal Obligations Fund
  Federated Hermes New York Municipal Cash Trust
Federated Hermes Income Securities Trust: Federated Hermes Prime Cash Obligations Fund
Federated Hermes Capital Income Fund  
Federated Hermes Floating Rate Strategic Income Fund  
   
   

 

 

EX-99.LEGAL OP 8 exhibit11.htm

KLG_BO_slug

 

Exhibit 11

 

June 11, 2021

 

Federated Hermes MDT Series
4000 Ericsson Drive
Warrendale, PA 15806-7561

Ladies and Gentlemen:

We have acted as counsel to Federated Hermes MDT Series, a Massachusetts business trust (the “Trust”), on behalf of its segregated portfolio of assets (“series”) listed under the heading “Surviving Fund” on Schedule A attached hereto (“Schedule A”) (the “Surviving Fund”), in connection with the filing with the Securities and Exchange Commission (the “SEC”) of the registration statement on Form N-14 (the “Registration Statement”), registering the classes of the Surviving Fund listed on Schedule A to be issued pursuant to the Agreements and Plans of Reorganization (each an “Agreement”), entered into by the Trust, on behalf of the Surviving Fund, and the Advisers’ Inner Circle Fund II, a Massachusetts business trust, on behalf of each of its series listed under the heading “Reorganizing Funds” on Schedule A (each a “Reorganizing Fund”), under the Securities Act of 1933, as amended (the “1933 Act”).

Each Agreement, in the form to be adopted by the Surviving Fund and the corresponding Reorganizing Fund, provides that each class of shares of each Reorganizing Fund will merge into the corresponding class of shares of the Surviving Fund in exchange solely for shares (“Shares”) of the Surviving Fund, as shown in Schedule A.

This opinion letter is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the 1933 Act and Item 16(11) of Form N-14 under the 1933 Act.

For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction of:

(i)the combined proxy statement and prospectus, including the form of Agreement attached as Annex A thereto, and statement of additional information filed as part of the Registration Statement (collectively, the “Proxy Statement/Prospectus”);
(ii)the Trust’s Declaration of Trust and By-Laws in effect on the date of this opinion letter; and
(iii)the resolutions adopted by the trustees of the Surviving Fund relating to the Registration Statement and the authorization for issuance and delivery of the Shares pursuant to each Agreement.

We have examined and relied upon certificates of public officials. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Surviving Fund are actually serving in such capacity, and that the representations of officers of the Surviving Fund are correct as to matters of fact. We have not independently verified any of those assumptions.

Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof that, in our experience, generally are applicable to the issuance of shares by entities such as the Surviving Fund. We express no opinion with respect to any other laws.

Based upon and subject to the foregoing, we are of the opinion that:

1.The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Surviving Fund; and
2.When issued and consideration therefor has been paid in accordance with each Agreement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid, and nonassessable.

This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement. In giving our consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Proxy Statement/Prospectus within the meaning of the term “expert” as used in Section 11 of the 1933 Act or the rules and regulations of the SEC thereunder, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ K&L Gates LLP

 
 

 

SCHEDULE A

Reorganizing Funds

(each a series of Advisers’ Inner Circle Fund II)

Surviving Fund

(a series of Federated Hermes MDT Series)

Hancock Horizon Burkenroad Small Cap Fund Federated Hermes MDT Small Cap Core Fund
Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
Class D Shares Class A Shares
   
Hancock Horizon Microcap Fund Federated Hermes MDT Small Cap Core Fund
Institutional Class Shares Institutional Shares
Investor Class Shares Class A Shares
   

 

EX-99.LEGAL OP 9 exhibit12.htm

Exhibit 12

FORM OF TAX OPINION

 

[_________], 2021

 

 

Federated Hermes MDT Series
4000 Ericsson Drive
Warrendale, PA 15806-7561

Advisers’ Inner Circle Fund II

One Freedom Valley Drive

Oaks, Pennsylvania 19456

 

Re:Reorganizations of Series of a Massachusetts Business Trust and a Series of a Massachusetts Business Trust

Ladies and Gentlemen:

Federated Hermes MDT Series, a Massachusetts business trust (“Surviving Fund Trust”), on behalf of its segregated portfolio of assets (“series”) listed under the heading “Surviving Fund” on Schedule A attached hereto (“Schedule A”) (the “Surviving Fund”), and Advisers’ Inner Circle Fund II, a Massachusetts business trust (“Reorganizing Fund Trust”), on behalf of each of its series listed under the heading “Reorganizing Funds” on Schedule A (each, an “Reorganizing Fund”),1 have requested our opinion as to certain federal income tax consequences of the acquisition of each Reorganizing Fund by the Surviving Fund, in each case pursuant to an Agreement and Plan of Reorganization between them made as of [_________], 2021 (“Agreement” and, together, the “Agreements”).2 The Agreements contemplate each Reorganizing Fund’s transferring all or substantially all its assets to the Surviving Fund in exchange solely for shares in the Surviving Fund, followed by that Reorganizing Fund’s distribution of those shares pro rata to its Shareholders in liquidation thereof (all the foregoing transactions involving each Reorganizing Fund and the Surviving Fund being referred to herein individually as a “Reorganization” and collectively as the “Reorganizations”).

In rendering this opinion, we have examined (1) the Agreements and (2) the Proxy Statement/Prospectus dated [_________], 2021, regarding the Reorganizations (“Proxy Statement”) (collectively, “Documents”). We have assumed, for those purposes, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties made in the Agreements and on the statements and representations of officers and other representatives of the Funds (each, a “Representation” and collectively the “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date will be, correct without that qualification. We have also assumed that as to all matters for which a person or entity has represented that the person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is and was no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganizations.

OPINION

With respect to each Reorganization and the Funds participating therein and the Shareholders thereof, it is our opinion that, based solely on the facts set forth in the Documents and the assumptions described above, and conditioned on all the Representations’ being true and complete at the Closing Date and the Reorganization’s being consummated in accordance with the applicable Agreement (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved), for federal income tax purposes:

(1)               The Reorganization as set forth in the Agreement will constitute a “reorganization” within the meaning of Section 368(a)3, and the Surviving Fund and the Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b).

(2)               No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Reorganizing Fund solely in exchange for Surviving Fund Shares.

(3)               No gain or loss will be recognized by the Reorganizing Fund upon the transfer of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares or upon the distribution (whether actual or constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in exchange for their Reorganizing Fund Shares.

(4)               No gain or loss will be recognized by Reorganizing Fund Shareholders upon the exchange of Reorganizing Fund Shares for Surviving Fund Shares.

(5)               The aggregate tax basis of the Surviving Fund Shares received by each Reorganizing Fund Shareholder pursuant to the Reorganization (including any fractional shares) will be the same as the aggregate tax basis of the Reorganizing Fund Shares held by such Reorganizing Fund Shareholder immediately prior to the Reorganization. The holding period of Surviving Fund Shares received by each Reorganizing Fund Shareholder (including any fractional shares) will include the period during which the Reorganizing Fund Shares exchanged therefor were held by such shareholder, provided the Reorganizing Fund Shares are held as capital assets at the time of the Reorganization.

(6)               The tax basis of the Reorganizing Fund’s assets acquired by the Surviving Fund will be the same as the tax basis of such assets to the Reorganizing Fund immediately prior to the Reorganization. The holding period of the assets of the Reorganizing Fund in the hands of the Surviving Fund will include the period during which those assets were held by the Reorganizing Fund.

(7)               The Surviving Fund will succeed to and take into account, as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations), the items of the Reorganizing Fund described in Section 381(c), subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 and the Regulations thereunder.

Notwithstanding anything herein to the contrary, we express no opinion as to the effect of a Reorganization on the Funds participating therein or the Shareholders thereof with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof under a mark-to-market system of accounting).

Our opinion regarding each Reorganization is based on, and is conditioned on the continued applicability of, the provisions of the Code and Treasury Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (the “IRS”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the IRS or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the IRS, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.

Our opinion addresses only the specific federal income tax consequences of the Reorganizations set forth above and does not address any other federal, or any state, local, or foreign, tax consequences of the Reorganizations or any other action (including any taken in connection therewith). Our opinion also applies with respect to a particular Reorganization only to the extent each Fund participating therein is solvent, and we express no opinion about the tax treatment of any Reorganization if either Fund participating therein is insolvent. Finally, our opinion is solely for information and use of the addressees, the Funds and their shareholders and may not be relied on for any purpose by any other person without our express written consent.

Very truly yours,

 

 

 
 

SCHEDULE A

 

REORGANIZING FUNDS

(series of Reorganizing Fund Trust)

SURVIVING FUND

(series of Surviving Fund Trust)

Hancock Horizon Burkenroad Small Cap Fund

 

Federated Hermes MDT Small Cap Core Fund

 

Hancock Horizon Microcap Fund

 

Federated Hermes MDT Small Cap Core Fund

 

 

 

 


1 Each Surviving Fund and Reorganizing Fund is sometimes referred to herein as a “Fund.”

2 Each capitalized term that is not defined herein has the meaning ascribed thereto in the Agreements.

3Section” references are to the Internal Revenue Code of 1986, as amended (the “Code”).

EX-99.SH SERV AGR 10 exhibit13-1a.htm

Exhibit 13.1a

 

SERVICES AGREEMENT

THIS AGREEMENT, dated and effective as of July 31, 2006 (this “Agreement”) between FEDERATED MDTA LLC, a Massachusetts limited liability company (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”),

WITNESSETH:

WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements (“Advisory Agreements”) as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the “1940 Act”) and/or separate accounts not required to be so registered (collectively, “Accounts”); and

WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).

2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.

3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.

4. Limitation of Liability and Indemnification.

(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.

(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

5. Duration and Termination.

(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days’ written notice to the other party hereto.

(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a “registered investment company”) are services referred to in the definition of “investment advisor” under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as “investment advisory services”), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees (“Board”) of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days’ written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.

6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.

FEDERATED MDTA LLC

 

By: /s/ John B. Fisher

Name: John B. Fisher

Title: President and CEO

FEDERATED ADVISORY SERVICES COMPANY

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: Chairman

 

 
 

EXHIBIT A

DESCRIPTION OF SERVICES

The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:

1.         Performance attribution.  Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio’s performance.  Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.
2.         Administration and Risk Management.  Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers.  Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.
3.         Equity Trading and Transaction Settlement.  The equity trading desks execute buy and sell orders based on instructions provided by affiliated advisers.  The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels.  Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to insure timely and accurate exchange of securities and monies.
4.         Fundamental analysis.  The equity investment analysts provide independent research and analysis of specific companies within a sector.  Typically, analysis includes review of published reports, interviews of company management, on-site observation of company operations, and the use of various financial models.  In addition, analysts read trade journals, attend industry conferences, and focus on trends within the sector and industry.  Based on this proprietary analysis, the analyst makes buy, sell or hold recommendations to the adviser.
5.         Quantitative Analysis.  Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers.

 

Categories 1 and 2 above shall not be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement. Categories 3, 4 and 5 above shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.

 

 
 

EXHIBIT B

CALCULATION AND PAYMENT OF SERVICES FEES

For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:

Services Fee = Cost of Services x Adviser’s Assets under Management
Total Assets Under Management
x (1 + Applicable Margin)

 

Where:

“Cost of Services” is FASC’s total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.

“Adviser’s Assets under Management” is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.

“Total Assets under Management” is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.

“Applicable Margin” is 0.10.

“Operating Costs” means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.

 
 

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, dated as of July 31, 2006, that FEDERATED MDTA LLC, a limited liability company duly organized under the laws of the State of Delaware (the “Adviser”), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware ("FASC"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a "Fund" and collectively as the "Funds"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of July 31, 2006 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the “Services Agreement”), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser’s investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the "Investment Advisory Contract").

The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.

The Adviser hereby agrees to indemnify and save harmless FASC and its trustees, officers and employees (each of the foregoing an "Indemnified Party" and collectively the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.

Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.

Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.

The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.

The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser’s Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.

This Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.

This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.

This Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the Adviser has caused this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.

 

FEDERATED MDTA LLC

 

 

By: /s/ John B. Fisher

Name John B. Fisher

Title: President and Chief Executive Officer

Accepted and agreed to this

July 31, 2006

 

FEDERATED ADVISORY SERVICES COMPANY

 

 

By: /s/ J. Christopher Donahue

Name: J. Christopher Donahue

Title: Chairman

 
 

Schedule 1

dated as of July 31, 2006

to Limited Power of Attorney

dated as of July 31, 2006

(revised February 1, 2021)

by FEDERATED MDTA LLC (the “Adviser”),

acting on behalf of each of the funds and accounts listed below, and appointing

FEDERATED ADVISORY SERVICES COMPANY

the attorney-in-fact of the Adviser

 

 

List of Series Portfolios

 

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Large Cap Value Fund

Federated Hermes MDT Market Neutral Fund

Federated Hermes MDT Mid-Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

Federated Hermes MDT Small Cap Growth Fund

 

 

 

EX-99.SH SERV AGR 11 exhibit13-1b.htm

Exhibit 13.1b

 

SECOND AMENDED AND RESTATED SERVICES AGREEMENT

THIS AGREEMENT, amended and restated as of December 1, 2001, is entered into between each Fund listed on Schedule 1, as may be amended from time to time, severally and not jointly, and Federated Shareholder Services Company, ("FSSC"). Unless otherwise defined herein, Section 10 sets forth the definition of capitalized terms used in this Agreement.

WHEREAS, Schedule 1 to this Agreement sets forth the classes of Shares for which the Funds will compensate persons who agree to provide services to Shareholders and assist in the maintenance of Shareholder accounts (“Services”);

WHEREAS, FSSC and certain of the Funds entered into a Shareholder Services Agreement dated March 1, 1994 and amended September 1, 1995, (the “Prior Agreement”) which provided for FSSC to enter into agreements for Services with third parties (“Third-Party Agreements”) and to utilize fees received under the Prior Agreement to compensate third parties pursuant to such Third-Party Agreements;

WHEREAS, it is contemplated that hereafter, the Funds will compensate third-parties for Services directly, and that FSSC will no longer enter into Third-Party Agreements;

WHEREAS, FSSC will continue to compensate third parties pursuant to any Third-Party Agreements and the Funds will continue to make payments to FSSC to fund those obligations; and

WHEREAS, FSSC will also receive fees for Services it provides to Shareholders under this Agreement.

NOW THEREFORE, the parties agree to amend and restate the Agreement as follows:

SECTION1.                    Agreement to Provide Services

(a)                 Services. FSSC agrees to provide Services for Shareholders of the Funds that have fully-disclosed accounts in the Funds for which either (i) Federated Securities Corp. or any other affiliate of FSSC is the dealer of record; or (ii) for which the dealer of record does not provide Services (collectively, the “FSSC Accounts”). FSSC shall also provide Services or cause Services to be provided to Shareholders whose accounts are subject to Third-Party Agreements. Services shall include, but are not limited to, telephone, mail or electronic communications with Shareholders.

(b)                Delivery of Disclosure Documents. Upon request by a customer that is a Shareholder of the Funds, FSSC will send a copy of the current Prospectus (and, if expressly requested, Statement of Additional Information), annual report or semi-annual report for any Fund (“Disclosure Documents”) to the customer within three (3) business days of such request.

(i)The Funds will furnish to FSSC at the Funds’ own expense such number of copies of the then-current Disclosure Documents as FSSC requests to satisfy its obligations under this paragraph.
(ii)FSSC covenants to the Funds that it will not make any representations concerning any Shares other than those contained in the Disclosure Documents of the applicable Fund.
(iii)The parties may agree from time to time to set appropriate security procedures and to perform electronically certain of their obligations under this Agreement, including without limitation the delivery of requested Disclosure Documents.

(c)                 FSSC shall not have any obligation to pay the cost of producing or delivering Disclosure Documents or any other costs incurred by the Funds in connection with the Services provided hereunder.

SECTION2.                    Service Fees Payable to FSSC

(a)                 During the term of this Agreement, FSSC will be entitled to receive from each Fund as full compensation for Services rendered hereunder a fee calculated daily at an annual rate, as set forth Schedule 1 to this Agreement, of up to 0.25% of average net assets held in FSSC Accounts of each Fund. Service fees paid by the Funds are in addition to other fees paid by the Funds such as those paid pursuant to an Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement and fees paid pursuant to each Fund’s Distributor’s Contract.

(b)                For so long as any Third-Party Agreement remains in effect, FSSC shall be entitled to receive fees from the Funds calculated daily at an annual rate, as set forth in Schedule 1 to this Agreement, of up to 0.25% on the average net assets held in accounts of each Fund for which Services are provided by such third-parties which amount shall be paid by FSSC in accordance with such Third-Party Agreements.

 

(c)                 The Funds shall pay service fees to FSSC in accordance with their regular payment schedules. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect with respect to such Fund during the period.

SECTION3.                    Agreements with Other Service Providers

Each Fund hereby appoints FSSC as the Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934 Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund. Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall not be treated as FSSC Accounts for purposes of this Agreement.

SECTION4.                    Representations

(a)                 Each party represents and warrants to the other party that:

(i)Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
(ii)Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance.
(iii)No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contractual restriction binding on or affecting it.
(iv)Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law).
(v)Compliance with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure to so comply would materially impair its ability to perform its obligations under this Agreement.
SECTION5.                    Indemnification and Limitation of Liability

(a)                 In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC.

(b)                FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages.

(c)                 Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC.

(d)                FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them.

(e)                 The provisions of this Section shall survive the termination of this Agreement.

 
 
SECTION6.                    Privacy Policy

(a)                 The parties acknowledge that:

(i)The Securities and Exchange Commission has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for personal, family or household use;
(ii)Regulation S-P permits financial institutions, such as the Funds, to disclose “nonpublic personal information” (“NPI”) of its “customers” and “consumers” (as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties of the Funds, without giving such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing and servicing transactions (17 CFR § 248.14); for specified law enforcement and miscellaneous purposes (17 CFR § 248.15); and to service providers or in connection with joint marketing arrangements (17 CFR § 248.13); and
(iii)Regulation S-P provides that the right of a customer and consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not apply when the NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the Fund and third party enter into a contractual agreement that prohibits the third party from disclosing or using the information other than to carry out the purposes for which the Fund disclosed the information (17 CFR § 248.13).

(b)                The parties agree that the Funds may disclose Shareholder NPI to FSSC as agent of the Funds and solely in furtherance of fulfilling FSSC’s contractual obligations under the Agreement in the ordinary course of business to support the Funds and their Shareholders.

(c)                 FSSC hereby agrees to be bound to use and redisclose such NPI only for the limited purpose of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR §248.15, or in connection with joint marketing arrangements that the Funds may establish with FSSC in accordance with the limited exception set forth in 17 CFR 248.13.

(d)                FSSC represents and warrants that, in accordance with 17 CFR § 248.30, it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:

(i)Insure the security and confidentiality of records and NPI of Fund customers;
(ii)Protect against any anticipated threats or hazards to the security or integrity of Fund customer records and NPI; and
(iii)Protect against unauthorized access or use of such Fund customer records or NPI that could result in substantial harm or inconvenience to any Fund customer.

(e)                 FSSC may redisclose Section 248.13 NPI only to: (a) the Funds and affiliated persons of the Funds (“Fund Affiliates”); (b) affiliated persons of FSSC (“Service Provider Affiliates”) (which in turn may disclose or use the information only to the extent permitted under the original receipt); (c) a third party not affiliated with FSSC or the Funds (“Nonaffiliated Third Party”) under the service and processing (§248.14) or miscellaneous (§248.15) exceptions, but only in the ordinary course of business to carry out the activity covered by the exception under which FSSC received the information in the first instance; and (d) a Nonaffiliated Third Party under the service provider and joint marketing exception (§248.13), provided FSSC enters into a written contract with the Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from disclosing or using the information other than to carry out the purposes for which the Funds disclosed the information in the first instance.

(f)                  FSSC may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider Affiliates (which in turn may disclose the information to the same extent permitted under the original receipt); and (c) a Nonaffiliated Third Party to whom the Funds might lawfully have disclosed NPI directly.

(g)                The provisions of this Section shall survive the termination of the Agreement.

SECTION7.                    Notices

(a)                 All notices of any kind to be given hereunder shall be given in writing and delivered by personal delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested, overnight courier services, or by fax or e-mail (with confirming copy by mail).

(b)                Unless otherwise notified in writing, all notices to any Fund shall be given or sent to such Fund at:

5800 Corporate Drive

Pittsburgh, Pennsylvania 15237-7000

Attention: President

(c)                 Unless otherwise notified in writing, all notices to FSSC shall be given or sent to:

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

Attention: President

SECTION8.                    Assignments and No Third-Party Rights

(a)                 Except for any Third-Party Agreements entered into prior to the date of this Agreement, this Agreement will not be assigned or subcontracted by either party, without prior written consent of the other party, except that either party may assign or subcontract this Agreement to an affiliate controlled, controlled by, or under common control with the assigning or subcontracting party without such consent. Subject to the preceding, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of permitted assigns and subcontractors of the parties. In no event shall the Funds be obligated to make any payment under this Agreement to any person other than FSSC.

(b)                Nothing expressed or referred to in this Agreement will be construed to give anyone other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their permitted assigns and subcontractors.

SECTION9.                    Force Majeure

If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which period shall not exceed fifteen (15) business days), provided that:

(i)the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure;
(ii)the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure;
(iii)no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure;
(iv)the non-performing party uses all reasonable efforts to remedy its inability to perform as quickly as possible.
SECTION10.                  Definition of Terms

(a)                 1934 Act” means the Securities Exchange Act of 1934, and “1940 Act” means the Investment Company Act of 1940, in each case as amended and in effect at the relevant time.

(b)                Fund” means an investment company registered under the 1940 Act and, in the case of a “series company” as defined in Rule 18f-2(a) under the 1940 Act, each individual portfolio of the series company, set forth on Schedule 1 to this Agreement from time to time. “Funds” means the Funds listed on Schedule 1 collectively.

(c)                 Prospectus” means, with respect to any Shares the most recent Prospectus and Statement of Additional Information (“SAI”) and any supplement thereto, pursuant to which a Fund publicly offers the Shares; provided, however, that this definition shall not be construed to require FSC, Dealer or any Fund to deliver any SAI other than at the express request of Dealer’s customer.

(d)                Shares” means (1) shares of beneficial interest in a Fund organized as a business trust; and (2) shares of capital stock in a Fund organized as a corporation. With respect to a Fund that has established separate classes of Shares in accordance with Rule 18f-3 under the 1940 Act, Shares refers to the relevant class. “Shareholder” means the beneficial owner of any Share.

SECTION11.                  Miscellaneous

(a)                 This Agreement may be terminated by either party by giving the other party at least sixty (60) days' written notice thereof.

(b)                This Agreement may be amended only by a writing signed by both parties, provided that, any Fund may amend Schedule 1 from time to time by sending a copy of the amended Schedule to FSSC. Any such amendment shall be effective ten (10) days after notice thereof.

(c)                 This Agreement constitutes (along with its Schedules) a complete and exclusive statement of the terms of the agreement between the parties and supersedes any prior agreement with respect to its subject matter.

(d)                This Agreement has been entered into between FSSC and each Fund severally and not jointly, and the provisions this Agreement shall apply separately to each Fund. No Fund shall be obligated to make any payments to FSSC under this Agreement other than with respect to its Shares. No breach of this Agreement by a Fund, or by FSSC against a Fund, shall constitute a breach of this Agreement with respect to any other Fund.

(e)                 This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.

(f)                  If any provision of this Agreement is held invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid and unenforceable.

(g)                This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles thereof. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against the parties in the courts of the Commonwealth of Pennsylvania, County of Allegheny, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Pennsylvania, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Each party waives its right to a jury trial.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

Attest: Funds (listed on Schedule 1)
   
   
/s/ John W. McGonigle By:/s/ John F. Donahue
John W. McGonigle John F. Donahue
Secretary Chairman
   
Attest: Federated Shareholder Services Company
   
   
/s/ Timothy S. Johnson By:  /s/ Arthur L. Cherry, Jr.
Timothy S. Johnson Arthur L. Cherry, Jr.
Secretary  

 

 

 

 
 

 

SCHEDULE 1

TO SECOND AMENDED AND RESTATED SERVICES AGREEMENT

(revised 3/1/21)

 

The following lists the Funds and Shares subject to the Second Amended and Restated Services Agreement (“Agreement”) which have the ability to charge the maximum 0.25% Service Fee payable by the Funds pursuant to the Agreement.

 

FEDERATED HERMES ADJUSTABLE RATE SECURITIES TRUST Institutional Shares
    Service Shares
 
FEDERATED HERMES ADVISER SERIES
  Federated Hermes Emerging Markets Equity Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes Absolute Credit Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes Conservative Microshort Fund Class A Shares
    Institutional Shares
  Federated Hermes Conservative Municipal Microshort Fund Class A Shares
    Institutional Shares
  Federated Hermes Global Equity Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes Global Small Cap Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes International Developed Equity Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes SDG Engagement Equity Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes SDG Engagement High Yield Credit Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes Unconstrained Credit Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes US SMID Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes International Equity Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes International Growth Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes MDT Large Cap Value Fund Service Shares
    Class A Shares
    Class C Shares
**** Federated Hermes MDT Market Neutral Fund Class A Shares
    Institutional Shares
     
     
     
FEDERATED EQUITY FUNDS
  Federated Hermes Clover Small Value Fund Class A Shares
    Class C Shares
  Federated Hermes International Strategic Value Dividend Fund Class A Shares
    Class C Shares
  Federated Hermes Kaufmann Fund Class A Shares
    Class C Shares
    Class R Shares
  Federated Hermes Kaufmann Large Cap Fund Class A Shares
    Class C Shares
  Federated Hermes Kaufmann Small Cap Fund Class A Shares
    Class C Shares
  Federated Hermes MDT Mid Cap Growth Fund Class A Shares
    Class C Shares
  Federated Hermes Prudent Bear Fund Class A Shares
    Class C Shares
  Federated Hermes Strategic Value Dividend Fund Class A Shares
    Class C Shares
 
FEDERATED HERMES EQUITY INCOME FUND, INC. Class A Shares
    Class C Shares
    Class F Shares
FEDERATED HERMES FIXED INCOME SECURITIES, INC.
  Federated Hermes Municipal Ultrashort Fund Class A Shares
     
  Federated Hermes Strategic Income Fund Class A Shares
    Class C Shares
    Class F Shares
     
FEDERATED HERMES GLOBAL ALLOCATION FUND Class A Shares
    Class C Shares
   
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC. Class A Shares
    Class C Shares
    Class F Shares
    Institutional Shares
     
FEDERATED HERMES GOVERNMENT INCOME TRUST
  Federated Hermes Government Income Fund Institutional Shares
    Service Shares
     
FEDERATED HERMES HIGH INCOME BOND FUND, INC. Class A Shares
    Class C Shares
FEDERATED HERMES HIGH YIELD TRUST  
  Federated Hermes Opportunistic High Yield Fund Service Shares
    Class A Shares
    Class C Shares
FEDERATED HERMES INCOME SECURITIES TRUST
  Federated Hermes Capital Income Fund Class A Shares
    Class C Shares
    Class F Shares
  Federated Hermes Floating Rate Strategic Income Fund Class A Shares
    Class C Shares
  Federated Hermes Fund for U.S. Government Securities Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes Intermediate Corporate Bond Fund Institutional Shares
    Service Shares
  Federated Hermes Muni and Stock Advantage Fund Class A Shares
    Class C Shares
    Class F Shares
  Federated Hermes Real Return Bond Fund Class A Shares
    Class C Shares
    Institutional Shares
  Federated Hermes Short-Term Income Fund Class A Shares
    Service Shares
     
FEDERATED HERMES INDEX TRUST
  Federated Hermes Max-Cap Index Fund Class C Shares
    Institutional Shares
    Service Shares
  Federated Hermes Mid-Cap Index Fund Service Shares
     
FEDERATED HERMES INSTITUTIONAL TRUST
  Federated Hermes Government Ultrashort Fund Class A Shares
    Service Shares
  Federated Hermes Institutional High Yield Bond Fund  
     
  Federated Hermes Short-Intermediate Total Return Bond Fund Class A Shares
    Service Shares
 
FEDERATED HERMES INSURANCE SERIES
  Federated Hermes Fund for US Government Securities II  
  Federated Hermes High Income Bond Fund II Primary Shares
    Service Shares
  Federated Hermes Kaufmann Fund II Primary Shares
    Service Shares
  Federated Hermes Managed Volatility Fund II  
  Federated Hermes Government Money Fund II Primary Shares
  Service Shares
   
FEDERATED HERMES INTERNATIONAL SERIES, INC.
  Federated Hermes Global Total Return Bond Fund Class A Shares
    Class C Shares
     
FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
  Federated Hermes Corporate Bond Fund Class A Shares
    Class C Shares
    Class F Shares
FEDERATED HERMES MDT SERIES
  Federated Hermes MDT All Cap Core Fund Class A Shares
    Class C Shares
  Federated Hermes MDT Large Cap Growth Fund Class A Shares
    Class C Shares
  Federated Hermes MDT Small Cap Core Fund Class A Shares
    Class C Shares
  Federated Hermes MDT Small Cap Growth Fund Class A Shares
    Class C Shares
  Federated Hermes MDT Balanced Fund Class A Shares
    Class C Shares
   
     
FEDERATED HERMES MUNICIPAL BOND FUND, INC. Class A Shares
    Class C Shares
    Class F Shares
    Institutional Shares
FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
  Federated Hermes Michigan Intermediate Municipal Fund Class A Shares
    Institutional Shares
  Federated Hermes Municipal High Yield Advantage Fund Class A Shares
    Class C Shares
    Class F Shares
  Federated Hermes Ohio Municipal Income Fund Class A Shares
    Class F Shares
    Institutional Shares
  Federated Hermes Pennsylvania Municipal Income Fund Class A Shares
    Class A Shares
    Institutional Shares
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND Class A Shares  
    Institutional Shares  
    Service Shares  
       
FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND Service Shares  
       

FEDERATED HERMES TOTAL RETURN SERIES, INC.
 
  Federated Hermes Select Total Return Bond Fund Institutional Shares  
    Service Shares  
       
  Federated Hermes Total Return Bond Fund Class A Shares  
    Class C Shares  
    Service Shares  
  Federated Hermes Ultrashort Bond Fund Class A Shares  
    Institutional Shares  
    Service Shares  
   
FEDERATED HERMES SHORT-TERM GOVERNMENT TRUST Institutional Shares  
    Service Shares  
       
FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT TRUST Institutional Shares  
    Service Shares  
       
FEDERATED HERMES WORLD INVESTMENT SERIES, INC.  
  Federated Hermes Emerging Market Debt Fund Class A Shares  
    Class C Shares  
       
  Federated Hermes International Leaders Fund Class A Shares  
    Class C Shares  
  Federated Hermes International Small-Mid Company Fund Class A Shares  
    Class C Shares  
FEDERATED HERMES INTERMEDIATE MUNICIPAL TRUST  
  Federated Hermes Intermediate Municipal Fund Institutional Shares  
       
FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST  
  Federated Hermes California Municipal Cash Trust Capital Shares  
    Cash II Shares  
    Cash Series Shares  
    Wealth Shares  
    Service Shares  
  Federated Hermes Capital Reserves Fund    
  Federated Hermes Government Obligations Fund Advisor Shares  
    Capital Shares  
    Cash II Shares  
    Cash Series Shares  
    Institutional Shares  
    Select Shares  
    Service Shares  
    Trust Shares  
  Federated Hermes Government Obligations Tax-Managed Fund Automated Shares  
    Institutional Shares  
    Service Shares  
  Federated Hermes Government Reserves Fund Class A Shares  
    Class C Shares  
    Class F Shares  
    Class P Shares  
  Federated Hermes Institutional Money Market Management Capital Shares  
    Eagle Shares  
    Institutional Shares  
    Service Shares  
  Federated Hermes Municipal Obligations Fund Automated Shares  
    Capital Shares  
    Cash II Shares  
    Cash Series Shares  
    Wealth Shares  
    Investment Shares  
    Service Shares  
  Federated Hermes New York Municipal Cash Trust Cash II Shares  
    Cash Series Shares  
    Service Shares  
    Wealth Shares  
  Federated Hermes Prime Cash Obligations Fund Advisor Shares  
    Automated Shares  
    Capital Shares  
    Cash II Shares  
    Cash Series Shares  
    Class R Shares  
    Wealth Shares  
    Service Shares  
    Trust Shares  
  Federated Hermes Institutional Prime Obligations Fund Capital Shares  
    Institutional Shares  
    Service Shares  
  Federated Hermes Institutional Prime Value Obligations Fund Capital Shares  
    Institutional Shares  
    Service Shares  
  Federated Hermes Tax-Free Obligations Fund Advisor Shares  
    Service Shares  
    Wealth Shares  
  Federated Hermes Institutional Tax-Free Cash Trust Institutional Shares  
    Premier Shares  
  Federated Hermes Treasury Obligations Fund Automated Shares  
    Capital Shares  
    Institutional Shares  
    Service Shares  
    Trust Shares  
  Federated Hermes Trust for U.S. Treasury Obligations Cash II Shares  
    Cash Series Shares  
    Institutional Shares  
  Federated Hermes U.S. Treasury Cash Reserves Institutional Shares  
    Service Shares  
           

 

 

****Federated Hermes MDT Market Neutral Fund is not effective yet.

 

 

 

EX-99.SH SERV AGR 12 exhibit13-1d.htm

Exhibit 13.1d

 

11/30/98 - Federated Shareholder Services merged into Federated Shareholder Services Company

 

SHAREHOLDER SERVICES AGREEMENT

 

THIS AGREEMENT, is made as of the 24th day of October, 1997, by and between those Investment Companies on behalf of the Portfolios (individually referred to herein as a “Fund” and collectively as “Funds”) and Classes of Shares (“Classes”) listed on Schedule A to Exhibit 1, as it may be amended from time to time, having their principal office and place of business at Federated Investors Tower, Pittsburgh, PA 15222-3779 and who have approved this form of Agreement and Federated Securities Corp.(“FSC”), a Pennsylvania Corporation, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 and Federated Shareholder Services, a Delaware business trust, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 ("FSS"). Each of the Exhibits hereto is incorporated herein in its entirety and made a part hereof. In the event of any inconsistency between the terms of this Agreement and the terms of any applicable Exhibit, the terms of the applicable Exhibit shall govern.

1.FSC as Principal Servicer (Principal Servicer”) hereby contracts with FSS to render or cause to be rendered personal services to shareholders and/or the maintenance of accounts of shareholders of each Class of the Funds to which this Agreement is made applicable by an Exhibit hereto (“Services"). In addition to providing Services directly to shareholders of the Funds, FSS is hereby appointed the Investment Companies' agent to select, negotiate and subcontract for the performance of Services. FSS hereby accepts such appointment. FSS agrees to provide or cause to be provided Services which, in its best judgment (subject to supervision and control of the Investment Companies' Boards of Trustees or Directors, as applicable), are necessary or desirable for shareholders of the Funds. FSS further agrees to provide the Investment Companies, upon request, a written description of the Services which FSS is providing hereunder. The Investment Companies, on behalf of the Funds and each Class subject hereto consents to the appointment of FSS to act in its capacity as described herein and agrees to look solely to FSS for performance of the Services.
2.The term of the undertaking of FSS to render services hereunder in respect of any Class of any Fund and the manner and amount of compensation to be paid in respect thereof shall be specified in respect of each Class of the Funds to which this Agreement is made applicable by an Exhibit hereto. FSS agrees to look solely to the Principal Servicer for its compensation hereunder.
3.This Agreement shall become effective in respect of any Class of Shares of a Fund upon execution of an Exhibit relating to such Class of the Fund. Once effective in respect of any Class of shares, this Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year only if the form of this Agreement is approved at least annually by the Board of each Investment Company, including a majority of the members of the Board of the Investment Company who are not interested persons of the Investment Company ("Independent Board Members") cast in person at a meeting called for that purpose.

4.       Notwithstanding paragraph 3, this Agreement may be terminated as follows:

(a)By any Investment Company as to any Fund at any time, without the payment of any penalty, by the vote of a majority of the Independent Board Members of any Investment Company or by a vote of a majority of the outstanding voting securities of any Fund as defined in the Investment Company Act of 1940 on sixty (60) days' written notice to the parties to this Agreement;
(b)automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940; and
5.FSS agrees to obtain any taxpayer identification number certification from each shareholder of the Funds to which it provides Services that is required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide each Investment Company or its designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding.
6.FSS shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. FSS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for such Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, trustee, partner, employee or agent of FSS, who may be or become a member of such Investment Company's Board, officer, employee or agent of any Investment Company, shall be deemed, when rendering services to such Investment Company or acting on any business of such Investment Company (other than services or business in connection with the duties of FSS hereunder) to be rendering such services to or acting solely for such Investment Company and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSS even though paid by FSS.

This Section 6 shall survive termination of this Agreement.

7.No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
8.FSS is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Investment Company that is a Massachusetts business trust and agrees that the obligations assumed by each such Investment Company pursuant to this Agreement shall be limited in any case to such Investment Company and its assets and that FSS shall not seek satisfaction of any such obligations from the shareholders of such Investment Company, the Trustees, Officers, Employees or Agents of such Investment Company, or any of them.
9.The execution and delivery of this Agreement have been authorized by the Trustees of FSS and signed by an authorized officer of FSS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or shareholders of FSS, but bind only the trust property of FSS as provided in the Declaration of Trust of FSS.
10.Notices of any kind to be given hereunder shall be in writing (including facsimile communication) and shall be duly given if delivered to any Investment Company at the following address: Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President and if delivered to FSS at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President.
11.This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Sections 3 and 4, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange Commission thereunder.
12.This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.
13.This Agreement shall not be assigned by any party without the prior written consent of the parties hereto. Nothing in this Section 13 shall prevent FSS from delegating its responsibilities to another entity to the extent provided herein.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

  Investment Companies (listed on Schedule A)
   
   
Attest: /s/ S. Elliott Cohan By: /s/ John W. McGonigle
Title:   Assistant Secretary Title:  Executive Vice President
   
   
  Federated Shareholder Services
   
   
Attest:/s/ Leslie K. Platt By:   /s/ Byron F. Bowman
Title:   Assistant Secretary Title:  Vice President
   
   
  Federated Securities Corp.
   
   
Attest: /s/ Leslie K. Platt By:  /s/ Byron F. Bowman
Title:   Assistant Secretary Title:  Vice President
 
 

EXHIBIT 1

TO SHAREHOLDER SERVICES AGREEMENT

FOR CLASS B SHARES OF

THE INVESTMENT COMPANIES

 

1.       The Shareholder Services Agreement for Shares of the Investment Companies on behalf of the portfolios (individually referred to as a “Fund” and collectively as “Funds”) and the classes of shares (“Classes”) listed on the attached Schedule A dated October 24, 1997 among Federated Securities Corp. (“Principal Servicer”), Federated Shareholder Services (“Class Servicer”) and the Investment Companies is hereby made applicable on the terms set forth herein to the Class B Shares of the above-referenced Funds. In the event of any inconsistency between the terms of this Exhibit and the Shareholder Services Agreement, the terms of this Exhibit shall govern.

 

2.       In connection with the Services to be rendered to holders of Class B Shares of each Fund, the Principal Servicer and Class Servicer agree that the Principal Servicer shall retain and compensate the Class Servicer for its Services in respect of the Class B Shares of the Fund on one of the following alternative basis as the Principal Servicer shall elect:

 

ALTERNATIVE A3: The Principal Servicer shall pay the Class Servicer a dollar amount as set forth on Schedule A per Class B Commission Share (as defined in the Principal Shareholder Servicer’s Agreement) of the Fund. Class Servicer agrees that upon receipt of such payment (which shall be deemed to be full and adequate consideration for an irrevocable service commitment (the “Irrevocable Service Commitment”) of Class Servicer hereunder), Class Servicer shall be unconditionally bound and obligated to either: (1) provide the Services in respect of such Commission Share and all other Shares derived therefrom via reinvestment of dividends, free exchanges or otherwise for so long as the same is outstanding or (2) in the event the Class Servicer for the Class B Shares is terminated by the Investment Company, to arrange for a replacement Class Servicer satisfactory to the Investment Company to perform such services, at no additional cost to the Fund.

 

ALTERNATIVE B4: If Alternative A is not elected, the Principal Servicer shall pay the Class Servicer twenty five basis points (0.25%) per annum on the average daily net asset value of each Class B Share of the Fund monthly in arrears. The Class Servicer agrees that such payment is full and adequate consideration for the Services to be rendered by it to the holder of such Class B Share.

 

3.       In the event pursuant to paragraph 2 above, Alternative A has been elected and the Class Servicer is terminated as Class Servicer for the Class B Shares of the Fund, the Class Servicer agrees to pay to any successor Class Servicer for the Class B Shares of the Fund any portion of the excess, if any, of (A) the Servicing Fees received by it hereunder in respect of Class B Shares of the Fund plus interest thereon at the percent as set forth on Schedule A per annum minus (B) the costs it incurred hereunder in respect of the Class B Shares of the Fund prior to such termination.

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

 

Attest: FEDERATED SECURITIES CORP.
   
   
By: /s/ Leslie K. Platt By:  /s/ Byron F. Bowman
Title:   Assistant Secretary Title:  Vice President
   
Attest: FEDERATED SHAREHOLDER SERVICES
   
   
By:/s/ Leslie K. Platt By:   /s/ Byron F. Bowman
Title:   Assistant Secretary Title:  Vice President
   
Attest: INVESTMENT COMPANIES
  (listed on Schedule A)
   
   
By: /s/ S. Elliott Cohan By: /s/ John W. McGonigle
Title:   Assistant Secretary Title:  Executive Vice President

 

 

 
 

 

Schedule A

SHAREHOLDER SERVICES AGREEMENT

 

Effective Date: Class B Shares of: Revised 9/1/20

  FEDERATED HERMES ADVISER SERIES
8/31/17 Federated Hermes MDT Large Cap Value Fund
   
  FEDERATED HERMES EQUITY FUNDS
12/1/00 Federated Hermes Kaufmann Fund
12/1/02 Federated Hermes  Kaufmann Small Cap Fund
10/24/97 Federated Hermes MDT Mid-Cap Growth Fund
   
10/24/97 FEDERATED HERMES EQUITY INCOME FUND, INC.
   
  FEDERATED HERMES FIXED INCOME SECURITIES, INC.
10/24/97 Federated Hermes Strategic Income Fund
   
6/1/08 FEDERATED HERMES GLOBAL ALLOCATION FUND
   
10/24/97 FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
   
10/24/97 FEDERATED HERMES HIGH INCOME BOND FUND, INC.
   
9/1/02 FEDERATED HERMES INCOME SECURITIES TRUST
12/1/02 Federated Hermes Capital Income Fund
9/1/02 Federated Hermes Fund for U.S. Government Securities
9/1/03 Federated Hermes Muni and Stock Advantage Fund
   
  FEDERATED HERMES INTERNATIONAL SERIES, INC.
10/24/97 Federated  Hermes Global Total Return Bond Fund
   
  FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
10/24/97 Federated Hermes Corporate Bond Fund
   
  FEDERATED HERMES MDT SERIES
3/1/07 Federated Hermes MDT Large Cap Growth Fund
12/1/07 Federated Hermes MDT Small Cap Growth Fund
   
  FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST
6/1/06 Federated Hermes  Municipal High Yield Advantage Fund
6/1/02 Federated Hermes New York Municipal Income Fund
10/24/97 Federated Hermes Pennsylvania Municipal Income Fund
   
10/24/97 FEDERATED HERMES MUNICIPAL BOND FUND, INC.
   
  FEDERATED HERMES TOTAL RETURN SERIES, INC.
6/1/01 Federated Hermes Total Return Bond Fund
   
  FEDERATED HERMES WORLD INVESTMENT SERIES, INC.
10/24/97 Federated Hermes Emerging Market Debt Fund
10/24/97 Federated Hermes International Small-Mid Company Fund
6/1/98 Federated Hermes International Leaders Fund
   
  FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST
6/1/15 Federated Hermes Government Reserves Fund

 


3 [ ]

4 [ ]

EX-99.ADMIN OMNI 13 exhibit13-2.htm

Exhibit 13.2

 

 

 

 

Execution Copy

 

 

 

 

 

 

 

 

TRANSFER AGENCY AND SERVICE AGREEMENT

 

BETWEEN

EACH OF THE FEDERATED FUNDS LISTED ON EXHIBIT A HERETO

AND

 

STATE STREET BANK AND TRUST COMPANY

 

 
 

TRANSFER AGENCY AND SERVICE AGREEMENT

 

AGREEMENT made as of the 31st day of January, 2017 (the “Agreement”), by and between each entity that has executed this Agreement, as listed on the signature pages hereto, each company having its principal place of business at either 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222 or 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 (each a “Fund” and collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Transfer Agent"). This Agreement shall be considered a separate agreement between the Transfer Agent and each Fund and references to "the Fund" shall refer to each Fund separately. No Fund shall be liable for the obligations of, nor entitled to the benefits of, any other Fund under this Agreement.

 

WHEREAS, certain Funds may be authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, such series shall be named under the respective Fund in the attached Exhibit A, which may be amended by the parties from time to time (each such series and all classes thereof, together with all other series and all classes thereof subsequently established by the Fund and made subject to this Agreement in accordance with Section 17, being herein referred to as a "Portfolio", and collectively as the "Portfolios");

 

WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other activities and the Transfer Agent desires to accept such appointment; and

WHEREAS, for the avoidance of doubt, in addition to the Funds that are investment companies, Federated Investors Trust Company, a Pennsylvania trust company, is custodian for the collective/common investment funds listed on Exhibit A and identified as such (each a “Collective Trust” or collectively “Collective Trusts”, in addition to being Funds for purposes of this Agreement), and such Collective Trusts are a part of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

 

1. Definitions

“1933 Act” is defined in Section 5.6 hereof.

“1934 Act” is defined in Section 4.5 hereof.

“1940 Act” is defined in Section 5.4 hereof.

“Adverse Consequences” is defined in Section 7.1 hereof.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

 

"Agreement" has the meaning ascribed thereto in the preamble to this Agreement.

 

"AML" has the meaning ascribed thereto in Section 2.1(F)(8) hereof.

 

“AML Delegation” is defined in Section 2.1(F)(8) hereof.

 

“AML Procedures” is defined in Section 2.1(F)(8) hereof.

 

"AML Program" has the meaning ascribed thereto in Schedule 2.1(F)(8) hereof.

 

"Annual Report" has the meaning ascribed thereto in Section 2.2 hereof.

 

“Applicable AML Law” is defined in Section 2.1(F)(8) hereof.

 

"Applicable Law" has the meaning ascribed thereto in Section 2.1 hereof.

 

"Board" has the meaning ascribed thereto in Section 2.1 hereof.

 

“BSA” is defined in Schedule 2.1(F)(8) hereof.

 

"Chief Compliance Officer" has the meaning ascribed thereto in Section 2.2 hereof.

 

“Collective Trusts” is defined in the recitals to this Agreement.

 

“Confidential Information” is defined in Section 9.1 hereof.

 

“Core Escheatment Services” has the meaning ascribed thereto in Section 2.1(F)(5) hereof.

 

“CPI-W” is defined as the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-1984+100) as published by the United States Department of Labor, Bureau of Labor Statistics.

 

"Custodian" has the meaning ascribed thereto in Section 2.1(A)(1) hereof.

 

“Customer Information” is defined in Section 9.2 hereof.

 

"Data Access Services" has the meaning ascribed thereto in Section 6.1 hereof.

 

"Deconversion" has the meaning ascribed thereto in Section 12.2 hereof.

 

“Disclosing Party” is defined in Section 9.1 hereof.

 

“Disclosure Documents” is defined in Section 2.1(E)(3).

 

"Distribution Payment Date" has the meaning ascribed thereto in Section 2.1(C)(1) hereof.

 

"Fee Schedule" has the meaning ascribed thereto in Section 3.1 hereof.

 

“FinCEN” is defined in Schedule 2.1(F)(8) hereof.

 

"Functional Matrix" has the meaning ascribed thereto in Section 2.1(F)(1) hereof.

 

"Fund" and "Funds" has the meanings ascribed thereto in the preamble to this Agreement.

 

“Fund Computers” is defined in Section 6.1(a) hereof.

 

"Fund Confidential Information" means Confidential Information for which the Fund is the Disclosing Party.

 

“Fund Customers” is defined in Section 9.2 hereof.

 

“Fund Indemnitees” is defined in Section 7.2 hereof.

 

"Fund/SERV" has the meaning ascribed thereto in Section 2.1(F)(6) hereof.

 

“GLB Act” is defined in Section 9.2 hereof.

 

“Good Order Review” means a review to determine if Shareholder documentation satisfies criteria established in Processing Guidelines.

 

"Good Purchase Orders" has the meaning ascribed thereto in Section 2.1(A)(1) hereof.

 

"Good Redemption Orders" has the meaning ascribed thereto in Section 2.1(B)(1) hereof.

 

"Good Transfer/Exchange Orders" has the meaning ascribed thereto in Section 2.1(B)(3) hereof.

 

“Information Security Schedule” has the meaning ascribed thereto in Section 10.2 hereof.

 

"Initial Term" is defined in Section 12.1 hereof.

 

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

 

"IRAs" has the meaning ascribed thereto in Section 2.1(F)(7) hereof.

 

“Mass Privacy Act” is defined in Section 9.2 hereof.

 

"NAV" means the net asset value per share of a Fund.

 

"Networking" has the meaning ascribed thereto in Section 2.1(F)(6) hereof.

 

"Next Calculated NAV" means the NAV next calculated by each Fund's fund accountant after receipt by Transfer Agent (or any agent of the Transfer Agent or Fund identified in the registration statement of such Fund or in Proper Instructions (each, a "22c-1 Agent")) of a (i) Good Purchase Order or (ii) Good Redemption Order, as applicable.

 

"NSCC" has the meaning ascribed thereto in Section 2.1(F)(6) hereof.

 

"OFAC" has the meaning ascribed thereto in Schedule 2.1(F)(8) hereto.

 

"Oral Instruction" has the meaning ascribed thereto in Section 2.1 hereof.

 

“Outreach Services” has the meaning ascribed thereto in Section 2.1(F)(5) hereof and Exhibit B hereto.

 

“Outreach Subcontractor” has the meaning ascribed thereto in Exhibit B hereto.

 

“PEP” is defined in Schedule 2.1(F)(8) hereof.

 

"Policies" have meaning ascribed thereto in Section 2.2 hereof.

 

"Portfolio" has the meaning ascribed thereto in the preamble to this Agreement.

 

“Prime Rate” is defined as the base rate on corporate loans posted by large domestic banks as published by the Wall Street Journal.

 

"Processing Guidelines" has the meaning ascribed thereto in Section 2.1(A) hereof

 

"Proper Instructions" has the meaning ascribed thereto in Section 2.1 hereof.

 

"Prospectus" has the meaning ascribed thereto in Section 2.1 hereof.

 

“Receiving Party” is defined in Section 9.1 hereof.

 

"Recordkeeping Agreement" has the meaning ascribed thereto in Section 2.1(F)(4) hereof.

 

"Renewal Term" has the meaning ascribed thereto in Section 12.1.

 

"Retirement Accounts" has the meaning ascribed thereto in Section 2.1(F)(7) hereof.

 

“Routine Records Requests” shall mean (i) any subpoena, court order or request for information from a governmental authority (a) with respect to a shareholder in a Fund, (b) that would be required to be maintained (or is maintained) by the Transfer Agent of the Fund, (c) that can be obtained without resorting to information outside of the Transfer Agent’s records, and (d) with respect to a matter not involving a claim directly against the Fund or its service providers and (ii) any request to take action against the assets in a shareholder account, such as seizure, levy, or hold, pursuant to a court order or governmental subpoena.

 

“RPO accounts” has the meaning ascribed thereto in Section 2.1(F)(5) hereof.

 

"SAR" has the meaning ascribed thereto in Schedule 2.1(F)(8) hereto.

 

“Security Breach” is defined in Section 11.5 hereof.

 

"Service Level Standards" has the meaning ascribed thereto in Section 2.1 hereof.

 

"Shares" has the meaning ascribed thereto in Section 2.1 hereof.

 

"Shareholders" has the meaning ascribed thereto in Section 2.1 hereof.

 

"Super Sheet" has the meaning ascribed thereto in Section 2.1(E)(1)(a) hereof.

 

"TA 2000 System" has the meaning ascribed thereto in Section 2.1(F)(6) hereof.

 

"Term" has the meaning ascribed thereto in Section 12.1 hereof.

 

"Transfer Agent" has the meaning ascribed thereto in the preamble to this Agreement.

 

“Transfer Agent Indemnitees” is defined in Section 7.1 hereof.

 

"Transfer Agent Proprietary Information" has the meaning ascribed thereto in Section 6.1 hereof.

 

“UPA” has the meaning ascribed thereto in Section 2.1(F)(5) hereof.

 

"USA PATRIOT Act" has the meaning ascribed thereto in Schedule 2.1(F)(8) hereto.

 

2. Terms of Appointment and Duties

 

2.1Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, each Fund, on behalf of itself and where applicable, its Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the Fund's authorized and issued shares ("the "Shares") and dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information (or similar offering document) of the Fund on behalf of the Portfolio, as the same may be modified or amended from time to time and provided by the Fund to the Transfer Agent ("Prospectus"), including without limitation any periodic investment plan or periodic withdrawal program and in connection therewith, to perform the following services in accordance with (i) Proper Instructions, (ii) any federal and state laws, rules and regulations applicable to the performance of the services under this Agreement (together with any incorporated Schedules and/or Exhibits) and/or to which Transfer Agent is subject ("Applicable Law"), (iii) the terms of the Prospectus of each Fund or Portfolio, as applicable, and (iv) the service level standards set forth in Schedule 2.1 (the "Service Level Standards"). When used in this Agreement, the term "Proper Instructions" shall mean a writing signed or initialed by one or more persons as shall have been authorized from time to time by the board of directors/trustees of each Fund (the "Board") and with respect to which a written confirmation of such authorization shall have been filed with the Transfer Agent by the Fund. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions ("Oral Instructions") will be deemed to be Proper Instructions if (a) they otherwise comply with the definition thereof and (b) the Transfer Agent reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall promptly confirm all Oral Instructions or cause such Oral Instructions given by a third party who is authorized to give such Oral Instructions, to be promptly confirmed in writing. Proper Instructions may include communications effected through electro-mechanical or electronic devices. Proper Instructions, oral or written, may only be amended or changed in writing, including without limitation through electro-mechanical or electronic device.

A. Purchases

(1)        The Transfer Agent shall receive orders and payment for the purchase of Shares and, establish accounts in the Fund for the purchasers of the Fund’s Shares (i.e., Shareholders) on the Transfer Agent’s recordkeeping system and record the initial purchase by such Shareholders in the Fund, which are received in good order ("Good Purchase Orders") according to the then current processing guidelines of the Transfer Agent, as the same may be changed from time to time upon provision of a revised version thereof to the administrator of the Fund (the "Processing Guidelines"), and promptly deliver the payments received therefor to the custodian of the relevant Fund (the "Custodian"), for credit to the account of such Fund. The Transfer Agent shall notify each Custodian, on a daily basis, of the total amount of Good Purchase Orders received. Orders which are not Good Purchase Orders will be promptly rejected by the Transfer Agent, absent Proper Instructions to the contrary, and the Shareholder or would-be Shareholder, as applicable, will be promptly notified of such action.

 

(2)        The Transfer Agent shall accept and process Good Purchase Orders of additional Shares into existing accounts and promptly deliver payment and appropriate documentation thereof to the Custodian.

(3)        Subject to the deduction of any front-end sales charge, where applicable, as the Transfer Agent is instructed in accordance with the provisions of Subsection 2.1(A)(3) hereof, but based upon the Next Calculated NAV, the Transfer Agent shall compute and issue the appropriate number of Shares of each Fund and/or Class and credit such Shares to the appropriate Shareholder accounts.

(4)        The Transfer Agent shall deduct, and remit to the appropriate party according to Proper Instructions, all applicable sales charges according to (i) the Prospectus of the Fund, (ii) the relevant information contained in any Good Purchase Orders, and (iii) Proper Instructions, as applicable.

 

B. Redemptions, Transfers and Exchanges

(1)        The Transfer Agent shall accept and process redemption requests and, with respect to requests which are in good order according to the Processing Guidelines ("Good Redemption Orders"), promptly deliver the appropriate instructions therefor to the Custodian. The Transfer Agent shall notify each Custodian, on a daily basis, of the total amount of Good Redemption Orders received and/or estimated, as the case may be. Redemption orders which are not in good order will be promptly rejected by the Transfer Agent, absent Proper Instructions to the contrary, and the Shareholder will be promptly notified of such action.

(2)        Upon receipt of redemption proceeds from the Custodian with respect to any Good Redemption Order, in an amount equal to the product of the number of Shares to be redeemed times the Next Calculated NAV, the Transfer Agent shall pay or cause to be paid such redemption proceeds in the manner instructed by the redeeming Shareholders.

(3)        The Transfer Agent shall affect transfers and/or exchanges of Shares from time to time as instructed by the registered owners thereof, to the extent that such transfer and/or exchange instructions are in good order according to the Processing Guidelines ("Good Transfer/Exchange Orders"). All exchanges shall be processed as a redemption from the Fund in which the Shareholder is currently invested and a purchase of Shares in the Fund into which the Shareholder wishes to exchange. All instructions for transfer and/or exchange of Shares which are not Good Transfer/Exchange Orders shall be promptly rejected by the Transfer Agent, absent Proper Instructions to the contrary, and the Shareholder will be promptly notified of such action.

(4)        The Transfer Agent shall deduct from all redemption proceeds, and remit to the appropriate party according to Proper Instructions, any applicable redemption fees, contingent deferred sales charges, and other appropriate fees according to (i) the Prospectus of the Fund, (ii) the relevant information contained in any Good Redemption Orders, and (iii) Proper Instructions, as applicable.

 

C. Distributions

 

(1)     Upon receipt by the Transfer Agent of Proper Instructions as to any dividends or distributions declared in respect of Shares, the Transfer Agent shall act as Dividend Disbursing Agent for the Fund and shall either credit the amount of any such distribution to Shareholders of record on the payable date for such distribution, or pay such distribution in cash to such Shareholders on the payable date, pursuant to instructions from such Shareholders and in accordance with the provisions of the Fund's governing document and its Prospectus. Such credits or payments, as the case may be, shall be made by the Transfer Agent on the date established for same in the Proper Instructions (the "Distribution Payment Date"). As the Dividend Disbursing Agent, the Transfer Agent shall, on or before the Distribution Payment Date, notify the Custodian of the estimated amount required to pay any portion of said distribution that is payable in cash and instruct the Custodian to make sufficient funds available to pay such amounts. The Transfer Agent shall reconcile instructions given to the Custodian against amounts received from the Custodian, on a daily basis. If a Shareholder has not elected to receive any such distribution in cash, the Transfer Agent shall credit the Shareholder's account with a number of Shares equal to the product of the aggregate dollar amount of such distribution divided by the Next Calculated NAV for Shares, determined as of the date set forth in the Proper Instructions; and

 

D.       Recordkeeping

 

(1)     The Transfer Agent shall record the issuance of Shares of the Fund, and maintain a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis or upon reasonable request with the total number of Shares which are authorized and issued and outstanding, but shall have no obligation when recording the issuance of Shares, except as otherwise set forth herein, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

 

(2)     The Transfer Agent shall establish and maintain records relating to the services to be performed hereunder in the form and manner as agreed to by the Fund including but not limited to, for each Shareholder's account, the following:

 

(a)Relevant, required account ownership, including name, address, date of birth and social security/tax identification number (and whether such number has been certified);
(b)Number of Shares owned of record;
(c)Historical information regarding the account, including dividends paid and time, date and price for all transactions;
(d)Any stop or restraining order placed against the account;
(e)Information with respect to withholding in the case of a foreign account or an account for which backup or other withholding is required by the Internal Revenue Code;
(f)Any distribution or dividend reinvestment instructions, systematic investment or withdrawal plan applications and instructions, cash distribution or dividend payment address and any and all correspondence relating to the current registration or other effective instructions with respect to such account;
(g)Any information required in order for the Transfer Agent to perform the calculations contemplated or required by this Agreement; and
(h)Any such other records as are required to be maintained under Applicable Law with respect to the services to be provided by the Transfer Agent hereunder.

 

(3)     The Transfer Agent shall preserve any such records that are required to be maintained for the periods for which they are required by Applicable Law to be maintained. The Transfer Agent acknowledges that any and all such records are the property of the Fund, and the Transfer Agent shall forthwith upon Proper Instructions, turn over to the Fund or to the person designated in the Proper Instructions, records and documents created and maintained by the Transfer Agent pursuant to this Agreement, which are no longer needed by the Transfer Agent in performance of its services. Such records and documents will be retained by the Transfer Agent for seven (7) years from the year of creation (or such longer period required by Applicable Law) or such earlier date if returned to the Fund. During the first two years of the applicable retention period such records and documents will be produced promptly, within reason, by the Transfer Agent upon request, or in connection with Section 2.3 below. At the end of the seven-year period, such records and documents will either be turned over to the Fund or upon receipt of Proper Instructions, destroyed in accordance with the then current record-retention policy of the Transfer Agent.

 

E. Confirmations and Reports

 

(1)     The Transfer Agent shall furnish the following information to the Fund, or other party at the direction of the Fund pursuant to Proper Instructions, upon request:

 

(a) Control Book (also known as "Super Sheet”). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund, on the next business day at a mutually agreed upon time.

(b) Shareholder lists and statistical information;

(c) The total number of Shares issued and outstanding in each state for "blue sky" purposes as determined according to Proper Instructions delivered from time to time by the Fund to the Transfer Agent;

(d) Information as to payments made pursuant to Proper Instructions by the Fund to third parties relating to distribution agreements, allocations of sales loads, redemption fees, or other transaction or sales-related payments;

(e) Make available same-day cash facility for intraday cash flow reporting; and

(f) Such other information as may be agreed upon from time to time.

 

(2)     The Transfer Agent shall prepare and timely file with the United States Internal Revenue Service, and appropriate state agencies, all required information reports as to dividends and distributions paid to Shareholders. The Transfer Agent shall prepare and timely mail to Shareholders, to the extent required, all information and/or notices with respect to dividends and distributions paid to such Shareholder, the sale price of any Shares sold and such other information as shall be necessary for the Shareholders to determine the amount of any taxable gain or loss in respect of the sale of Shares.

 

(3)     The Transfer Agent shall provide a file to the Fund’s print/mail vendor in order that the vendor may prepare and send: (i) confirmation statements and statements of account to Shareholders for all purchases and redemptions of Shares; (ii) other confirmable transactions in Shareholder accounts; and (iii) prospectuses, semi-annual reports, annual reports, proxy statements and, only as requested, statements of additional information ("Disclosure Documents") from the Funds.

 

F. Other Rights and Duties

(1)          The Transfer Agent and the Fund have agreed upon the allocation of certain functions between the parties and have reflected on Schedule 2.1(F)(1) (as amended from time to time, the "Functional Matrix") certain obligations to be performed by the Transfer Agent hereunder. To the extent required under the Functional Matrix, the Transfer Agent shall answer correspondence from Shareholders relating to their Share accounts and such other correspondence as may from time to time be addressed to the Transfer Agent or forwarded to the Transfer Agent for response by the Fund.

(2)          The Transfer Agent shall provide a file to the Fund’s print/mail vendor in order that the vendor may prepare and send materials from the Fund to Shareholders in connection with shareholder meetings of each Fund.

(3)          The Transfer Agent shall establish and maintain facilities and procedures for (a) the safekeeping of check forms and facsimile signature imprinting devices, if any; and (b) the preparation or use, and for keeping account of, such certificates, forms and devices.

(4)          The Transfer Agent shall: (a) operationally support transactions with the registered owners of omnibus accounts with whom the Funds have an agreement for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (each, a "Recordkeeping Agreement"), by agreeing to perform, pursuant to Proper Instructions, those obligations of the Funds under such Recordkeeping Agreements as are set forth in the written agreement between the Fund and the Recordkeeping Agent and (b) enter into account Control Agreements, for, on behalf of, and in the name of, the Funds for the purpose of perfecting the security interest of a lender in Shares pledged as collateral by a Shareholder under and pursuant to an Uncertificated Securities Account Control Agreement(each a “Control Agreement”), and to perform the obligations of the Issuer (as defined therein) thereunder in accordance with the terms thereof. It is expressly acknowledged and agreed, however, that to the extent that any Recordkeeping Agreement or Control Agreement contains terms or conditions that are not contained in, or are materially different from, the terms and conditions set forth in the then-current forms of Recordkeeping Agreement and Control Agreement that have been reviewed by the Transfer Agent, the Funds shall afford Transfer Agent a reasonable opportunity within which to review such modified Recordkeeping Agreement or Control Agreement and indicate any required changes.

(5)          Abandoned Accounts. The Transfer Agent shall perform the following services (the “Core Escheatment Services”) for, and to assist, the Fund in complying with state escheatment requirements: (i) identify and process the Fund’s accounts that have returned post office mail (“RPO accounts”), inactive accounts and uncashed checks; (ii) perform all required lost shareholder searches in compliance with Rule 17Ad-17; (iii) perform all required state unclaimed property due diligence mailings based on state mailing schedules; (iv) provide pre-escheatment reports during January/February for the Fall cycle and November/December for the Spring/Summer cycles; (v) capture and maintain customer “date of last contact” and type of contact; and (vi) escheat abandoned and unclaimed assets based on applicable state dormancy periods and remittance schedules. In consideration of the performance of the Core Escheatment Services by the Transfer Agent, the Funds shall pay the Transfer Agent the Core Escheatment Service fees set forth on Schedule 3.1 to the Agreement. In addition to the Core Escheatment Services, the Transfer Agent has enhanced its unclaimed property administration (“UPA”) services to include certain additional optional outreach capabilities as described in Exhibit B to this Agreement (the “Outreach Services”). The Transfer Agent shall provide the Outreach Services to the Fund in accordance with the terms set forth in Exhibit B and this Agreement. For the avoidance of doubt, the Transfer Agent shall be responsible to the Funds for the acts or omissions of any Outreach Subcontractor to the same extent that the Transfer Agent would be liable for such acts or omissions under the terms of Exhibit B had the Transfer Agent not sub-contracted such services to an Outreach Subcontractor.

(6)          National Securities Clearing Corporation (the “NSCC”). In accordance with the rules and procedures of the NSCC in effect from time to time during the Term, (i) accept and effectuate (A) the registration and maintenance of accounts through the NSCC’s services known as networking (Networking”) and (B) the purchase, redemption, transfer and exchange of shares in such accounts through the NSCC’s services known as Fund/SERV (“Fund/SERV”), (ii) accept and process instructions transmitted to, and received by, the Transfer Agent by transmission from the NSCC on behalf of broker dealers and banks which have been established by, or in accordance with Proper Instructions, and instructions of persons designated on the appropriate dealer file maintained by the Transfer Agent as authorized by the Fund to give such instructions, (iii) issue instructions to Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iv) provide account and transaction information from the affected Fund’s records on DST Systems, Inc. computer system TA2000 (“TA2000 System”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (v) maintain Shareholder accounts on TA2000 System through Networking;

(7)          Retirement Accounts. With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Roth IRAs, Education IRAs, and 403(b) Plans (such accounts, “Retirement Accounts”), the Transfer Agent, at the request and expense of the Fund, provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial agent services such as account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

(8)          Call Center Services. Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.

(9)          Anti-Money Laundering (“AML”) Services. In order to assist the Fund with the Fund’s AML responsibilities under the BSA, US PATRIOT ACT, and other applicable AML laws (together, “Applicable AML Law”), the Transfer Agent shall provide certain risk-based Shareholder activity monitoring tools and procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund (the “AML Procedures”). The AML Procedures and related terms are set forth in the attached Schedule 2.1(F)(8) (entitled “AML Delegation”) which may be changed from time to time subject to mutual written agreement between the parties.

(10)      New Procedures. New procedures as to who shall provide certain of these services in Section 2 may be establishes through an amendment to this Agreement from time to time, such that the Transfer Agent may at times perform some of these services and the Fund or its agent may perform other of these services.

(11)      Checkwriting Services Support. Perform the services set forth on Schedule 2.2(11) hereto, as the same may be amended by mutual agreement of the parties hereto from time to time, in connection with the checkwriting privileges, if any, extended by the Fund.

(12)      Debit Card Services Support. Perform the services set forth on Schedule 2.2(12) hereto, as the same may be amended by mutual agreement of the parties hereto from time to time, in connection with the debit card privileges, if any, extended by the Fund.

 

2.2Periodic Review of Compliance Policies and Procedures. During the Term, Transfer Agent shall periodically assess its compliance policies and procedures (the “Policies”). Transfer Agent shall provide, (i) no less frequently than annually, electronic access to its Policies to the chief compliance officer of the Fund (the “Chief Compliance Officer”), and/or any individual designated by the Fund or such Chief Compliance Officer, including but not limited to members of the internal compliance and audit departments of Federated Investors, Inc., and any advisory board constituted by the Fund provided that the Transfer Agent may reasonably require any members of such advisory board that are not employees of the Fund or its Affiliates to execute a confidentiality agreement with respect to such information; (ii) at such reasonable times as he or she shall request, access by such Chief Compliance Officer to such individuals as may be necessary for the Chief Compliance Officer to conduct an annual review of the operation of such Policies for purposes of making his or her annual report to the Board of the Fund (the “Annual Report”), (iii) promptly upon enactment, notification of, and a copy of, any material change in such Policies, and (iv) promptly upon request, such other information as may be reasonably requested by such Chief Compliance Officer for purposes of making such Annual Report.

 

2.3Cooperation with Respect to Examinations and Audits. Transfer Agent shall provide assistance to and cooperate with the Fund with respect to any federal or state government-directed examinations and with the Fund’s internal or external auditors in connection with any Fund-directed audits. For purposes of such examinations and audits, at the request of the Fund, the Transfer Agent will use all reasonable efforts to make available, during normal business hours of the Transfer Agent’s facilities, all records and Policies solely as they directly pertain to the Transfer Agent’s activities under or pursuant to this Agreement. Such audits and examinations shall be conducted at the Fund’s expense and in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities. To the extent practicable, the Fund shall make every effort to coordinate Fund-directed audits so as to minimize the inconvenience to the Transfer Agent and, except as otherwise agreed by the parties, no more frequently than once a year. In connection with any Fund-directed audit, the Fund shall not physically access the Transfer Agent’s systems and shall not conduct any testing on such systems. With respect to Fund-directed audits, the Transfer Agent shall provide such assistance in accordance with reasonable procedures and at reasonable frequencies, and the Fund shall provide reasonable advance notice of not less than three (3) business days to the Transfer Agent of such audits, and to the extent possible, of such examinations. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. With respect to Fund-directed audits, the Transfer Agent may require such persons to execute a confidentiality agreement before granting access. On an annual basis, the Transfer Agent will provide the Fund with copies of its SOC 1 report.

 

2.4 Oversight of Print/Mail Vendor. The Fund maintains a direct contract for print/mail services with a third party vendor. The Transfer Agent currently provides certain assistance to the Fund in connection with managing the print/mail vendor’s production of the Fund’s statements, confirms, checks and other miscellaneous mailings. To the extent allowed by the print/mail vendor, the Transfer Agent shall use all commercially reasonable efforts to continue to provide the same type of assistance to the Fund in connection with managing the print/mail vendor’s production of the Fund’s statements, confirms, checks and other miscellaneous mailings for the period ending December 31, 2017. The Fund shall retain its responsibility for its contractual relationship with its print/mail vendor. The Fund and the Transfer Agent shall work together in good faith to (i) determine, prior to September 30, 2017, the level of support services to be provided by the Transfer Agent to the Fund in connection with the foregoing print/mail services of the Fund’s vendor for periods subsequent to December 31, 2017, or (ii) transition all or a portion of such support services from the Transfer Agent to the Fund or the Fund’s print/mail vendor prior to January 1, 2018.

 

2.5Processing of non-routine and Routine Records Requests. Transfer Agent shall, in a timely manner and pursuant to procedures reviewed and agreed to by the Funds and/or the administrator of the Funds from time to time, (a) process all Routine Records Requests and (b) direct all subpoenas, court orders and/or other requests for information that do not constitute Routine Record Requests to the Funds and the administrator of the Funds for disposition.

 

3. Fees and Expenses

 

3.1Fee Schedule. For the performance by the Transfer Agent of its obligations pursuant to this Agreement, the Fund agrees to pay the Transfer Agent the fees set forth in the attached Schedule 3.1 (the “Fee Schedule”) within thirty (30) calendar days after receipt of such invoice. Such fees and the other fees, charges and expenses identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.

 

3.2Other Fees, Charges and Expenses. In addition to the fee paid under Section 3.1 above, the Fund agrees to pay the Transfer Agent for the other fees, charges and/or expenses listed on Schedule 3.2 hereof within thirty (30) calendar days after receipt of the applicable invoice. Such fees, charges and expenses, and the accrual, calculation and conformity of same to Schedule 3.2 shall be subject to audit from time to time by the treasurer of the Fund. In addition, any other expenses incurred by the Transfer Agent at the request or with the prior consent of the Fund will be reimbursed by the Fund.

 

3.3Invoices. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) calendar days following the receipt of the respective invoice, except for that portion of any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee, charge or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Fund is disputing any amounts in good faith. The Fund shall pay such disputed amounts within fifteen (15) days of the day on which the parties agree on the amount to be paid. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

 

3.4Cost of Living Adjustment. Following the first year of the Initial Term, unless the parties shall otherwise agree pursuant to Section 12.1 hereof, the Complex Base Fee for the services shall be increased annually by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W or, in the event that publication of such index is terminated, any successor or substitute index.

 

3.5Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate or, in the event such rate is not published in the Wall Street Journal, a reasonably equivalent published rate selected by the Transfer Agent on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

 

4. Representations and Warranties of the Transfer Agent

 

The Transfer Agent represents and warrants to the Fund that:

 

4.1        It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

 

4.2It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

 

4.3It is empowered under Applicable Law and by its charter and by-laws to enter into and perform this Agreement.

 

4.4All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

 

4.5It is in compliance with federal securities law requirements in all material respects with respect to its business, including but not limited to Applicable Law, and is in good standing as a registered transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

 

4.6It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

 

5. Representations and Warranties of the Fund

 

Each Fund represents and warrants to the Transfer Agent that:

 

5.1It is an entity duly organized and existing and in good standing under the laws of the applicable state in which it was organized.

 

5.2It is empowered under Applicable Law and by its organizational documents to enter into and perform this Agreement.

 

5.3All corporate proceedings required by its organizational documents have been taken to authorize it to enter into and perform this Agreement.

 

5.4It is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) or, with respect to Funds that are Collective Trusts, a collective investment fund exempt from registration under the 1940 Act.
5.5It is in compliance with federal securities law requirements in all material respects with respect to its business.
5.6With respect to Funds other than the Collective Trusts, a registration statement under the Securities Act of 1933, as amended (the “1933 Act”) is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.
5.7With respect to Funds that are Collective Trusts, these Funds were each formed by declaration of trust filed with the Pennsylvania Department of Banking.

 

6. Data Access and Proprietary Information

 

6.1The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund Confidential Information maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information of substantial value to the Transfer Agent or other third party (collectively, “Transfer Agent Proprietary Information”). In no event shall Transfer Agent Proprietary Information be deemed Fund Confidential Information. The Fund agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

 

(a)Use such programs and databases (i) solely on the Fund’s computers or on computers of Federated Services Company or its affiliates (collectively, “Fund Computers”), or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;

 

(b)Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund Computers), the Transfer Agent Proprietary Information;

 

(c)Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

 

(d)Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

 

(e)Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

 

(f)Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.

 

6.2The Fund shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.

 

6.3If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided, however, that the Fund shall be entitled to insist that the Transfer Agent, and the Transfer Agent for the benefit of the Fund shall, enforce any and all rights under applicable contracts for the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

6.4If the transactions available to the Fund include the ability to originate Proper Instructions through electronic instructions to the Transfer Agent in order to: (i) effect the transfer or movement of cash or Shares; or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such Proper Instructions without undertaking any further inquiry as long as such Proper Instruction is undertaken in conformity with applicable security procedures.

 

7. Indemnification

 

7.1The Transfer Agent shall not be responsible for, and the Fund shall indemnify, defend and hold harmless the Transfer Agent, and its directors, officers, employees, agents, subcontractors, Affiliates and subsidiaries (the “Transfer Agent Indemnitees”), from and against all losses, judgments, damages, claims, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) (collectively, the “Adverse Consequences”) that may at any time be asserted against or incurred by any of them in connection with claims by third parties directly arising out of or in connection with:

 

(a)All actions of the Transfer Agent or the Transfer Agent Indemnitees required to be taken pursuant to this Agreement (including the defense of any lawsuit in the Transfer Agent’s name or the name of a Transfer Agent Indemnitee), provided that such actions were taken in good faith and without negligence or willful misconduct;

 

(b)The Fund ‘s lack of good faith, negligence or willful misconduct;

 

(c)The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or the Transfer Agent Indemnitees on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or the Transfer Agent Indemnitees by hard copy, machine readable input, facsimile, data entry, email, electronic instructions, or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any Proper Instructions; (iii) any written instructions or opinions of the Fund’s legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement that are provided to the Transfer Agent by the Fund after consultation by the Fund with such legal counsel and that expressly allow the Transfer Agent to rely upon such instructions or opinions; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons with the authority to provide instructions to the Transfer Agent hereunder;

 

(d)The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

 

(e)The acceptance of facsimile or email transaction requests on behalf of individual Shareholders from broker-dealers, TPAs or the Fund, and the reliance by the Transfer Agent or Transfer Agent Indemnitees on the broker-dealer, TPA or the Fund ensuring that the original source documentation is in good order and properly retained;

 

(f)The negotiation and processing of any checks, wires and ACH transmissions including without limitation for deposit into, or credit to, the Fund’s demand deposit accounts maintained by the Transfer Agent; or

 

(g)The entering into or the carrying out of any obligations under, any NSCC agreements required for the transmission of Fund or Shareholder data through the NSCC clearing systems.

 

7.2The Transfer Agent shall, subject to the provisions of Section 8 below, indemnify and hold harmless the Fund and its directors, officers, employee, agents, subcontractors, affiliates and subsidiaries (the “Fund Indemnitees”) from and against any and all Adverse Consequences that may at any time be asserted against or incurred by any of them in connection with claims by third parties directly arising out of or in connection with (a) the Transfer Agent’s failure to perform the Services in accordance with the terms of this Agreement in good faith and without willful misconduct; or (b) a claim that any aspect of the services or systems provided under, and used within the scope of, this Agreement infringes any U.S. patent, copyright, trade secret or other intellectual property rights. With respect to any claims under (b) above, the Transfer Agent may, in its sole discretion, either (i) procure for the Fund a right to continue to use such service or system, (ii) replace or modify the service or system so as to be non-infringing without materially affecting the functions of the service or system, or (iii) if, in the Transfer Agent’s reasonable discretion, the actions described in (i) and (ii) are not capable of being accomplished on commercially reasonable terms, terminate this Agreement with respect to the affected service or system. Notwithstanding the foregoing, the Transfer Agent shall have no liability or obligation of indemnity for any claim which is based upon a modification of a service or system by anyone other than the Transfer Agent, use of such service or system other than in accordance with the terms of this Agreement, or use of such service or system in combination with other software or hardware not provided by the Transfer Agent if infringement could have been avoided by not using the service or system in combination with such other software or hardware.

 

7.3In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying party’s prior written consent.

 

8. Standard of Care

 

8.1The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents.  The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement.  Notwithstanding the foregoing, the Transfer Agent’s aggregate liability during the Term of this Agreement with respect to, arising from or arising in connection with all claims under this Agreement arising during any calendar year for the Services provided by the Transfer Agent under this Agreement for all of the Funds subject to this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, during any calendar year two times the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Funds covered by this Agreement during the twelve (12) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought.  For the avoidance of doubt, this liability cap shall renew annually.  The foregoing limitation on liability shall not apply to any loss or damage resulting from: (1) any intentional malicious acts or intentional malicious omissions, fraud, gross negligence, willful misconduct, or bad faith by the Transfer Agent’s or its employees or agents; or (2) breaches by Transfer Agent, or its employees or agents, of the privacy, confidentiality or information security provisions of this Agreement or similar/related requirements under Applicable Law; or (3) any regulatory or governmental investigation, fine or penalty based on any act or omission (or series of acts and omissions) of Transfer Agent, or its employees or agents, that constitute a breach of this Agreement or a violation of Applicable Law.  For purposes of this Section 8, intentional malicious acts or intentional malicious omissions shall mean those acts undertaken or omitted purposefully under the circumstances in which the person knows that such acts or omissions violate this Agreement and are likely to cause damage or harm to the Fund.

 

9. Fund Confidential Information

 

9.1All information provided under this Agreement by or on behalf of a party or its agents or service providers (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential (“Confidential Information”). Confidential Information shall include, without limitation, “Customer Information” as defined in Section 9.2 below. All Confidential Information provided under this Agreement by the Disclosing Party shall be used, including, without limitation, disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including, without limitation, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation; or (e) where the party seeking to disclose has received the prior written consent of the Disclosing Party providing the information. A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as the Receiving Party protects its own Confidential Information. All Confidential Information provided by a Disclosing Party shall remain the property of such Disclosing Party. All Confidential Information, together with any copies thereof, in whatever form, shall, upon the Disclosing Party’s written request, be returned to Disclosing Party or destroyed, at the Receiving Party’s election; provided, that the Receiving Party shall be permitted to retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by Applicable Law or regulatory authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices for backup and storage.

 

9.2For purposes of this Agreement, “Customer Information” means all the customer identifying data however collected or received, including without limitation, through “cookies” or non-electronic means pertaining to or identifiable to the Fund’s Shareholders, prospective shareholders and plan administrators (collectively, “Fund Customers”), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects the use of or interactions with a Fund service, including, without limitation, the Fund’s web site; or (iii) any data otherwise submitted in the process of registering for a Fund service. For the avoidance of doubt, Customer Information shall include, without limitation, all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (“GLB Act”) and all “personal information” as defined in the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq., (“Mass Privacy Act”). This Agreement shall not be construed as granting the Transfer Agent any ownership rights in the Customer Information.

 

9.3Section 9.1 shall not restrict any disclosure required to be made by Applicable Law or regulation, or pursuant to any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, except that (i) in case of any requests or demands for the inspection of Confidential Information that arise from persons other than authorized officers of the Disclosing Party, the Receiving Party will (other than standard requests (i.e. divorce and criminal actions) pursuant to subpoenas of state or federal government authorities) promptly notify the Disclosing Party and secure instructions from an authorized officer of the Disclosing Party as to such inspection and (ii) the Receiving Party shall promptly notify an authorized officer of the Disclosing Party in writing of any and all legal actions received by or served on the Receiving Party with respect to the Disclosing Party, and shall use its best efforts to promptly notify the Disclosing Party of all contacts and/or correspondence received by the Receiving Party from any regulatory department or agency or other governmental authority purporting to regulate the Disclosing Party and not the Receiving Party, regarding the Receiving Party’s duties and activities performed in connection with this Agreement, and will cooperate with the Disclosing Party in responding to such legal actions, contacts and/or correspondence. With respect to the disclosure of Confidential Information pursuant to clause (c) of Section 9.1, the Fund and the Transfer Agent will agree on reasonable procedures regarding such required disclosure and the Receiving Party will make every reasonable effort (to the extent legally permitted) to notify the Disclosing Party of requests for such information by the Securities and Exchange Commission or any other federal or state regulatory agencies prior to the release of such records.

 

9.4Section 9.1 shall not restrict the Fund from sharing information received from the Transfer Agent pursuant to Section 11.5 of this Agreement regarding information security threats including, without limitation, virus, malware, Trojan horse, worm, time bomb, drop dead device, or other malicious code, with third parties for the purpose of evaluating and enhancing the Fund’s information security; provided that such third parties are subject to a written agreement with the Fund to keep any such information confidential.

 

9.5The Transfer Agent and the Fund acknowledge that their obligation to protect Confidential Information is essential to the business interest of the Fund and the Transfer Agent, respectively, and that the disclosure of such information in breach of this Agreement may cause the Fund or Transfer Agent immediate, substantial and irreparable harm, the value of which would be difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of Confidential Information in breach of this Agreement, the Disclosing Party shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

 

10. Information Security

 

10.1The Transfer Agent shall maintain reasonable safeguards for maintaining in confidence any and all Fund Confidential Information, including, without limitation, the policies and procedures described in Section 10.2. The Transfer Agent shall not, at any time, use any such Fund Confidential Information for any purpose other than as specifically authorized by this Agreement, or in writing by the Fund.

 

10.2 The Transfer Agent has implemented and maintains, and at a minimum agrees to comply with and continue to comply with, at each service location physical and information security and data protection safeguards against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration of the Fund’s Confidential Information in the possession of the Transfer Agent that will be no less rigorous than those described in the Information Security Schedule attached hereto as Schedule 10.2, and from time to time enhanced in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant with applicable regulatory requirements, including, without limitation, the GLB Act and the Mass Privacy Act. The Transfer Agent will meet with the Fund, at its request, on an annual basis to discuss information security safeguards. If the Transfer Agent or its agents discover or are notified that someone has violated security relating to the Fund’s Confidential Information the Transfer Agent will promptly (a) notify the Fund of such violation, and (b) if the applicable Confidential Information was in the possession or under the control of the Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly (i) investigate, contain and address the violation, (ii) provide the Funds with information on the steps being taken to reduce the risk of a reoccurrence of such violation, and (iii) without limiting (and subject to) Sections 7 and 8 of this Agreement, if requested by the Fund based on the facts and circumstances of the incident, provide credit monitoring, or other similar services or remedies as required by applicable law, for a one-year period (or such shorter or longer period required by applicable law) to Shareholders or others affected by the violation. .

 

11. Covenants of the Fund and the Transfer Agent

 

11.1The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with the Act, and will be surrendered promptly to the Fund on and in accordance with its request. For the avoidance of doubt, the preceding sentence shall apply to the Collective Trusts as if they were 1940 Act registered funds.

 

11.2The Transfer Agent maintains, and covenants that during the Term hereof it shall continue to maintain, fidelity bond coverage concerning larceny and embezzlement and an insurance policy with respect to errors and omissions coverage in such amounts, and with such carriers, deemed appropriate and commercially reasonable in terms of coverage and policy limits by the Transfer Agent’s Board of Directors in light of the Transfer Agent’s duties and responsibilities hereunder. Upon the request of the Funds, the Transfer Agent shall provide evidence that such coverage is in place. The Transfer Agent shall, promptly upon the receipt of any such notice by any applicable carrier, notify the Fund should its insurance coverage with respect to professional liability or errors and omissions coverage be canceled. Such notification shall include the date of cancellation and the reasons therefor.

 

11.3BusinessContinuity. Notwithstanding anything to the contrary contained in Section 16.3, the Transfer Agent shall maintain at a location other than its normal location appropriate redundant facilities for operational back up in the event of a power failure, disaster or other interruption. The Transfer Agent shall continuously back up Fund records, and shall store the back up in a secure manner at a location other than its normal location, so that, in the event of a power failure, disaster or other interruption at such normal location, the Fund records, will be maintained intact and will enable the Transfer Agent to perform under this Agreement. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Fund. Without limiting the foregoing, the Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, the Fund may participate in such test. Upon request by the Fund, the Transfer Agent will provide the Fund with a letter assessing the most recent business continuity test results. In the event of a business disruption that materially impacts the Transfer Agent’s provision of services under this Agreement, the Transfer Agent will promptly notify the Fund of the disruption and the steps being implemented under the business continuity plan. Upon reasonable request, Transfer Agent also shall discuss with senior management of the Fund (or personnel authorized by the Fund’s senior management) the business continuity/disaster recovery plan of Transfer Agent and/or provide a high level presentation summarizing such plan.

 

11.4TheTransfer Agent shall provide the Fund, at such times as the Fund may reasonably require, (i) copies of reports rendered by independent public accountants on the internal controls and procedures of the Transfer Agent relating to the Services provided by the Transfer Agent under this Agreement, (ii) access to the procedures used to perform the testing described in such reports and (iii) access to the audit teams preparing any such reports or performing any such testing.

 

11.5DataPrivacy. The Transfer Agent agrees to promptly notify the Fund whenever it becomes aware of any actual unauthorized access to, or acquisition, use, loss, destruction, alteration or compromise of Confidential Information (including, without limitation, Customer Information) of the Fund (“Security Breach”) maintained on Transfer Agent’s computers, hardware, networks or systems, including any third party data centers, or of any Security Breach occurring at any sub-custodian, agent or service provider of the Transfer Agent. The Transfer Agent also agrees to implement commercially reasonable software and other appropriate measures to scan for, detect and prevent the transmission from Transfer Agent’s computers, hardware, networks and systems of any virus, malware, Trojan horse, worm, time bomb, drop dead device, or other malicious code.

 

12. Termination of Agreement

 

12.1Term. The initial term of this Agreement shall be five (5) years from the date first noted above (the “Initial Term”) unless terminated pursuant to the provisions of this Section 12. Unless a party gives written notice to the other party ninety (90) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a “Renewal Term”; collectively, the Initial Term and any Renewal Term shall hereafter be referred to as the “Term”). One-hundred twenty (120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon the Fee Schedule for the upcoming Renewal Term. Otherwise, the fees shall be increased pursuant to Section 3.4 of this Agreement. Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of Deconversion (defined below).

 

12.2Deconversion. In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent shall, at the Fund’s request, offer reasonable assistance to the Fund in converting, within a reasonable time frame agreed to by the parties, the Fund’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Fund (the “Deconversion”) (subject to the recompense of the Transfer Agent for such assistance at their standard rates and fees in effect at the time). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, except to the extent necessary to effectuate such Deconversion and then, only pursuant to a written confidentiality agreement executed between the Transfer Agent and the new service provider, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.

 

12.3Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current Renewal Term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination pursuant to Sections 12.5 or 12.6, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination pursuant to Sections 12.5 or 12.6, or if the Fund’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Fund will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Fund to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 12.3 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 12.2 shall be paid on or before the business day immediately prior to the conversion or termination of services.

 

12.4Unpaid Invoices. The Transfer Agent may terminate this Agreement thirty (30) days after notice to the Fund and its administrator that an invoice has remained outstanding for more than sixty (60) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.3 of this Agreement.

 

12.5Bankruptcy. This Agreement shall terminate, (a) by notice by the notifying party in the event that the other party ceases to carry on its business or (b) immediately, without further action by a party, in the event that an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days.

 

12.6Cause. If either of the parties hereto is in default in the performance of its duties or obligations hereunder, and such default has a material effect on the other party, then the non-defaulting party may give notice to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting party to identify and cure such default. If the defaulting party fails to cure such default within sixty (60) days of receipt of such notice, or within such longer period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this Agreement by giving, within ninety (90) days of the date on which such right of termination commenced, one hundred and twenty (120) days written notice to the defaulting party.

 

12.7Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of Confidential Information or proprietary materials or information received from such other party hereunder or shall, upon request of the Fund, destroy or render unrecoverable Confidential Information or proprietary materials or information received (and certify to its destruction or unrecoverable status), other than materials or information required to be retained by such party under Applicable Law or regulation.

 

13. Use of Data

 

13.1In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Transfer Agent (which term for purposes of this Section includes Boston Financial) may collect and store information regarding the Fund and share such Confidential Information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and the Transfer Agent or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.

 

13.2Except as expressly contemplated by this Agreement, nothing in this Section 13 shall limit the confidentiality and data-protection obligations of the Transfer Agent and its Affiliates under this Agreement and Applicable Law. The Transfer Agent shall cause any Affiliate, agent or service provider to which it has disclosed data pursuant to this Section 13 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.

 

14. Assignment and Third Party Beneficiaries

 

14.1Except as provided in Section 15.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned or subcontracted by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

 

14.2Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

 

14.3This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 14.1, neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

 

15. Subcontractors

 

15.1The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with (i) Boston Financial Data Services, Inc. (“Boston Financial”); provided, however, that the Transfer Agent shall be fully responsible to the Fund for the acts and omissions of Boston Financial as it is for its own acts and omissions. Except with respect to computer programming, software engineering, development and testing, all other services so subcontracted will be performed by Boston Financial within the borders of the United States, unless otherwise specifically agreed to in writing. In connection with any services performed outside of the United States in accordance with this Section, the Transfer Agent shall require such subcontractor to comply with all laws applicable to the performance of such services and functions outside of the United States, including applicable export and data privacy/processing laws and regulations.
15.2Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, airborne services, Federal Express, United Parcel Service, the United States Postal Service, print/mail vendors, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

 

16. Miscellaneous

 

16.1 Amendment. This Agreement may be amended or modified by a written agreement executed by all parties hereto.

 

16.2Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

 

16.3Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes; provided, however, that nothing in this Section 16.3 shall be deemed to relieve Transfer Agent of its obligations under Section 11.3.

 

16.4 Consequential Damages. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

 

16.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

 

16.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

 

16.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

 

16.8 Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

 

16.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

 

16.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

16.11 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

 

16.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a)If to the Transfer Agent, to:

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111

Attention: Legal Department

 

With a copy to:

State Street Bank and Trust Company

c/o Boston Financial Data Services, Inc.

2000 Crown Colony Drive

Quincy, MA 02169

Attention: Legal Department

 

(b)       If to the Fund, to:

[Name of Fund]

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15237 Attention: President

With a copy to:

Federated Investors, Inc.

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222

Attention: General Counsel

17. Additional Funds

In the event that the Fund establishes one or more series of Shares, in addition to those listed on the attached Exhibit A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

18. Limitation of Liability of Trustees and Shareholders of the Fund

The execution and delivery of this Agreement have been authorized by the Board of the Fund and signed by an authorized officer of such Fund, acting as such, and neither such authorization by the Board nor the execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the members of the Board of the Fund, but bind only the property of the Fund as provided in, as applicable, the Fund’s articles of incorporation or declaration of trust.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

 

 

 

STATE STREET BANK AND TRUST COMPANY   BY EACH OF THE FEDERATED FUNDS SET FORTH ON EXHIBIT A (OTHER THAN COLLECTIVE TRUSTS), SEVERALLY AND NOT JOINTLY
   
By: /s/ Andrew Erickson   By: /s/Peter J. Germain
     
Name: Andrew Erickson   Name: Peter J. Germain
     
Title: Executive Vice President   Title: Chief Legal Officer

 

 

 

BY EACH OF THE FUNDS THAT ARE COLLECTIVE TRUSTS, SEVERALLY AND NOT JOINTLY
 
By:  Federated Investors Trust Company, as Trustee
 
By: /s/ Edward C. Bartley
 
Name: Edward C. Bartley
 
Title: Secretary

 

 

 

 

 

 

 

 

 

 

 
 

 

Exhibit A

Funds

March 2, 2021

 

DATE:

added to the contract.

REGISTRANT NAME SERIES NAME (If applicable) Transfer Agent Fund Number Class
7/1/2004 Federated Hermes Adjustable Rate Securities Trust      
    FEDERATED HERMES ADJUSTABLE RATE FUND 96 SS
    FEDERATED HERMES ADJUSTABLE RATE  FUND 325 IS
8/31/2017 Federated Hermes Adviser Series      
    FEDERATED HERMES EMERGING MARKKETS EQUITY FUND 813 IS
    FEDERATED HERMES CONSERV MICROSHORT 564 IS
    FEDERATED HERMES CONSERV MUNI MICRO 567 IS
    FEDERATED HERMES GLOBAL EQUITY FUND 934 IS
    FEDERATED HERMES GLOBAL SMALL CAP FUND 939 IS
    FEDERATED HERMES INTERNATIONAL DEVELOPED EQUITY FUND 443 IS
    FEDERATED HERMES SDG ENGAGEMENT EQUITY FUND 431 A
    FEDERATED HERMES SDG ENGAGEMENT EQUITY 441 IS
    FEDERATED HERMES SDG ENGAGEMENT HY CREDIT FUND 669 IS
    FEDERATED HERMES INTERNATIONAL EQUITY FUND 713 A
    FEDERATED HERMES INTERNATIONAL EQUITY FUND 714 C
    FEDERATED HERMES INTERNATIONAL EQUITY FUND 717 IS
    FEDERATED HERMES INTERNATIONAL EQUITY FUND 718 R6
    FEDERATED HERMES INTERNATIONAL GROWTH FUND 728 IS
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 426 IS
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 428 SS
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 429 R6
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 419 A
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 420 B
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 422 C
    FEDERATED HERMES MDT LARGE CAP VALUE FUND 425 R
    FEDERATED HERMES U.S. SMID FUND 165 IS
         
  Federated Hermes Core Trust:      
3/21/2016   EMERGING MARKETS CORE FUND 812  
8/16/2010   BANK LOAN CORE FUND 850  
7/1/2004   MORTGAGE CORE FUND 938  
7/1/2004   HIGH YIELD BOND CORE FUND 871  
  Federated Hermes Core Trust III:      
3/1/2008   PROJECT AND TRADE FINANCE CORE FUND 148  
         
  Federated Hermes Equity Funds:      
12/1/2008   FEDERATED HERMES CLOVER SMALL VALUE FUND 639 A
    FEDERATED HERMES CLOVER SMALL VALUE FUND 658 C
    FEDERATED HERMES CLOVER SMALL VALUE FUND 659 IS
    FEDERATED HERMES CLOVER SMALL VALUE FUND 670 R
    FEDERATED HERMES CLOVER SMALL VALUE FUND 539 R6
3/1/2008   FEDERATED HERMES INTL STRATEGIC VAL DIV FUND 432 A
    FEDERATED HERMES INTL STRATEGIC VAL DIV FUND 433 C
    FEDERATED HERMES INTL STRATEGIC VAL DIV FUND 434 IS
    FEDERATED HERMES INTL STRATEGIC VAL DIV FUND 466 R6
7/1/2004   FEDERATED HERMES KAUFMANN FUND 66 A
    FEDERATED HERMES KAUFMANN FUND 67 B
    FEDERATED HERMES KAUFMANN FUND 70 C
    FEDERATED HERMES KAUFMANN FUND 74 R
    FEDERATED HERMES KAUFMANN FUND 123 IS
9/17/2007   FEDERATED HERMES KAUFMANN LARGE CAP FUND 352 A
    FEDERATED HERMES KAUFMANN LARGE CAP FUND 353 C
    FEDERATED HERMES KAUFMANN LARGE CAP FUND 355 IS
    FEDERATED HERMES KAUFMANN LARGE CAP FUND 354 R
    FEDERATED HERMES KAUFMANN LARGE CAP FUND 401 R6
7/1/2004   FEDERATED HERMES KAUFMANN SMALL CAP FUND 163 IS
    FEDERATED HERMES KAUFMANN SMALL CAP FUND 146 R6
    FEDERATED HERMES KAUFMANN SMALL CAP FUND 757 A
    FEDERATED HERMES KAUFMANN SMALL CAP FUND 758 B
    FEDERATED HERMES KAUFMANN SMALL CAP FUND 759 C
    FEDERATED HERMES KAUFMANN SMALL CAP FUND 154 R
7/1/2004   FEDERATED HERMES MDT MID CAP GROWTH FUND 677 A
    FEDERATED HERMES MDT MID CAP GROWTH FUND 650 C
    FEDERATED HERMES MDT MID CAP GROWTH FUND 656 IS
    FEDERATED HERMES MDT MID CAP GROWTH FUND 679 R6
9/1/2008   FEDERATED HERMES PRUDENT BEAR FUND 409 A
    FEDERATED HERMES PRUDENT BEAR FUND 415 C
    FEDERATED HERMES PRUDENT BEAR FUND 418 IS
12/1/2004   FEDERATED HERMES STRATEGIC VALUE DIVIDEND 661 A
    FEDERATED HERMES STRATEGIC VALUE DIVIDEND 663 C
    FEDERATED HERMES STRATEGIC VALUE DIVIDEND 662 IS
    FEDERATED HERMES STRATEGIC VALUE DIVIDEND 251 R6
7/1/2004 Federated Hermes Equity Income Fund Inc.      
    FEDERATED HERMES EQUITY INCOME FUND 34 R
    FEDERATED HERMES EQUITY INCOME FUND 629 B
    FEDERATED HERMES EQUITY INCOME FUND 241 C
    FEDERATED HERMES EQUITY INCOME FUND 326 A
    FEDERATED HERMES EQUITY INCOME FUND 849 IS
    FEDERATED HERMES EQUITY INCOME FUND 304 F
  Federated Hermes Fixed Income Securities, Inc.:      
7/1/2004   FEDERATED HERMES MUNI ULTRASHORT FUND 253 IS
    FEDERATED HERMES MUNI ULTRASHORT FUND 254 A
    FEDERATED HERMES MUNI ULTRASHORT FUND 230 R6
7/1/2004   FEDERATED HERMES STRATEGIC INCOME FUND 652 B
    FEDERATED HERMES STRATEGIC INCOME FUND 382 C
    FEDERATED HERMES STRATEGIC INCOME FUND 383 F
    FEDERATED HERMES STRATEGIC INCOME FUND 381 A
    FEDERATED HERMES STRATEGIC INCOME FUND 414 R6
    FEDERATED HERMES STRATEGIC INCOME FUND 653 IS
6/1/2008 Federated Hermes Global Allocation Fund      
    FEDERATED HERMES GLOBAL ALLOCATION FUND 373 B
    FEDERATED HERMES GLOBAL ALLOCATION FUND 608 C
    FEDERATED HERMES GLOBAL ALLOCATION FUND 894 R
    FEDERATED HERMES GLOBAL ALLOCATION FUND 232 R6
    FEDERATED HERMES GLOBAL ALLOCATION FUND 11 A
    FEDERATED HERMES GLOBAL ALLOCATION FUND 879 IS
7/1/2004 Federated Hermes Government Income Securities, Inc.      
    FEDERATED HERMES GOV INCOME SECURITIES 166 A
    FEDERATED HERMES GOV INCOME SECURITIES 171 C
    FEDERATED HERMES GOV INCOME SECURITIES 21 F
    FEDERATED HERMES GOV INCOME SECURITIES 615 IS
7/1/2004 Federated Hermes Government Income Trust      
    FEDERATED HERMES  GOVERNMENT INCOME FUND 36 IS
    FEDERATED HERMES GOVERNMENT INCOME FUND 102 SS
         
7/1/2004 Federated Hermes High Income Bond Fund, Inc.      
    FEDERATED HERMES HIGH INCOME BOND FUND 630 B
    FEDERATED HERMES  HIGH INCOME BOND FUND 492 R6
    FEDERATED HERMES HIGH INCOME BOND FUND 242 C
    FEDERATED HERMES HIGH INCOME BOND FUND 317 A
    FEDERATED HERMES HIGH INCOME BOND FUND 491 IS
7/1/2004 Federated Hermes High Yield Trust:      
    FEDERATED HERMES OPPORTNSTC HI-YLD BND 77 IS
    FEDERATED HERMES OPPORTNSTC HI-YLD BND 113 A
    FEDERATED HERMES OPPORTNSTC HI-YLD BND 120 C
    FEDERATED HERMES OPPORTNSTC HI-YLD BND 430 R6
    FEDERATED HERMES OPPORTNSTC HI-YLD BND 38 SS
  Federated Hermes Income Securities Trust:      
7/1/2004   FEDERATED HERMES CAPITAL INCOME FUND 312 A
    FEDERATED HERMES CAPITAL INCOME FUND 631 B
    FEDERATED HERMES CAPITAL INCOME FUND 244 C
    FEDERATED HERMES CAPITAL INCOME FUND 374 F
    FEDERATED HERMES CAPITAL INCOME FUND 300 R
    FEDERATED HERMES CAPITAL INCOME FUND 830 IS
9/1/2004   FEDERATED HERMES FLTG RATE STR INCOME FUND 701 R6
    FEDERATED HERMES FLTG RATE STR INCOME FUND 693 IS
    FEDERATED HERMES FLTG RATE STR INCOME FUND 112 C
    FEDERATED HERMES FLTG RATE STR INCOME FUND 687 A
    FEDERATED HERMES FLTG RATE STR INCOME FUND 188 A1
7/1/2004   FEDERATED HERMES FUND U.S. GOV SECURITIES 601 B
    FEDERATED HERMES FUND U.S. GOV SECURITIES 238 C
    FEDERATED HERMES FUND U.S. GOV SECURITIES 309 A
    FEDERATED HERMES FUND U.S. GOV SECURITIES 614 IS
7/1/2004   FEDERATED HERMES INTERM CORP BOND FUND 303 IS
    FEDERATED HERMES INTERM CORP BOND FUND 348 SS
7/1/2004   FEDERATED HERMES MUNI & STOCK ADVT FUND 888 B
    FEDERATED HERMES MUNI & STOCK ADVT FUND 887 A
    FEDERATED HERMES MUNI & STOCK ADVT FUND 889 C
    FEDERATED HERMES MUNI & STOCK ADVT FUND 901 F
    FEDERATED HERMES MUNI & STOCK ADVT FUND 876 IS
12/1/2005   FEDERATED HERMES REAL RETURN BOND FUND 183 A
    FEDERATED HERMES REAL RETURN BOND FUND 184 C
    FEDERATED HERMES REAL RETURN BOND FUND 185 IS
7/18/2004   FEDERATED HERMES SHORT-TERM INCOME FUND 292 R6
    FEDERATED HERMES SHORT-TERM INCOME FUND 65 IS
    FEDERATED HERMES SHORT-TERM INCOME FUND 638 Y
    FEDERATED HERMES SHORT-TERM INCOME FUND 607 A
  Federated Hermes Index Trust:      
7/1/2004   FEDERATED HERMES MAX-CAP INDEX FUND 39 IS
    FEDERATED HERMES MAX-CAP INDEX FUND 895 R
    FEDERATED HERMES MAX-CAP INDEX FUND 281 SS
    FEDERATED HERMES MAX-CAP INDEX FUND 867 C
7/1/2004   FEDERATED HERMES MID-CAP INDEX FUND 156 R6
    FEDERATED HERMES MID-CAP INDEX FUND 153 IS
    FEDERATED HERMES MID-CAP INDEX FUND 151 SS
  Federated Hermes Institutional Trust      
7/1/2004   FEDERATED HERMES GOV ULTRASHORT DUR FUND 969 SS
    FEDERATED HERMES GOV ULTRASHORT DUR FUND 891 A
    FEDERATED HERMES GOV ULTRASHORT DUR FUND 840 R6
    FEDERATED HERMES GOV ULTRASHORT DUR FUND 626 IS
7/1/2004   FEDERATED HERMES INSTL HIGH YIELD BOND FUND 900 IS
    FEDERATED HERMES INSTL HIGH YIELD BOND FUND 221 R6
6/1/2005   FEDERATED HERMES SH-INT TOTAL RETURN BOND 114 A
    FEDERATED HERMES SH-INT TOTAL RETURN BOND 63 IS
    FEDERATED HERMES SH-INT TOTAL RETURN BOND 107 SS
    FEDERATED HERMES SH-INT TOTAL RETURN BOND 127 R6
  Federated Hermes Insurance Series      
7/1/2004   FEDERATED HERMES MANAGED VOLATILITY FUND II 333 A
    FEDERATED HERMES MANAGED VOLATILITY FUND II 403 C
    FEDERATED HERMES FUND U.S. GOV SECURITIES II 334 IS
7/1/2004   FEDERATED HERMES HIGH INCOME BOND II 250 S
    FEDERATED HERMES HIGH INCOME BOND II 336 P
7/1/2004   FEDERATED HERMES KAUFMANN FUND II 953 P
    FEDERATED HERMES KAUFMANN FUND II 957 S
7/1/2004   FEDERATED HERMES GOVERNMENT MONEY FUND II 330 S
    FEDERATED HERMES GOVERNMENT MONEY FUND II 402 P
7/1/2004   FEDERATED HERMES QUALITY BOND II 921 P
    FEDERATED HERMES QUALITY BOND II 929 S
  Federated Hermes International Series, Inc.:      
7/1/2004   FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD 152 IS
    FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD 240 C
    FEDERATED HERMES GLOBAL TOTAL RETURN BOND FD 316 A
  Federated Hermes Investment Series Funds, Inc.:      
    FEDERATED HERMES CORPORATE BOND FUND 641 A
    FEDERATED HERMES CORPORATE BOND FUND 642 B
    FEDERATED HERMES CORPORATE BOND FUND 643 C
    FEDERATED HERMES CORPORATE BOND FUND 655 IS
    FEDERATED HERMES CORPORATE BOND FUND 671 R6
    FEDERATED HERMES CORPORATE BOND FUND 198 F
  Federated Hermes Managed Pool Series:      
12/1/2005   FEDERATED HERMES CORPORATE BOND STRATEGY PORTFOLIO 157  
12/1/2005   FEDERATED HERMES HIGH-YIELD STRATEGY PORTFOLIO 744  
12/1/2005   FEDERATED HERMES INTL BOND STRATEGY PORT 742  
12/1/2014   FEDERATED HERMES INTERNATIONAL DIV STRATEGY 569  
12/1/2005   FEDERATED HERMES  MORTGAGE STRATEGY PORT 743  
  Federated Hermes  MDT Series:      
7/31/2006   FEDERATED HERMES MDT ALL CAP CORE FUND 210 A
    FEDERATED HERMES MDT ALL CAP CORE FUND 224 C
    FEDERATED HERMES MDT ALL CAP CORE FUND 226 IS
    FEDERATED HERMES MDT ALL CAP CORE FUND 233 R6
7/31/2006   FEDERATED HERMES  MDT BALANCED FUND 285 A
    FEDERATED HERMES MDT BALANCED FUND 296 C
    FEDERATED HERMES MDT BALANCED FUND 297 IS
    FEDERATED HERMES MDT BALANCED FUND 314 R6
7/31/2006   FEDERATED HERMES MDT LARGE CAP GROWTH FUND 265 A
    FEDERATED HERMES MDT LARGE CAP GROWTH FUND 271 B
    FEDERATED HERMES MDT LARGE CAP GROWTH FUND 267 C
    FEDERATED HERMES MDT LARGE CAP GROWTH FUND 269 IS
7/31/2006   FEDERATED HERMES MDT SMALL CAP CORE FUND 237 A
    FEDERATED HERMES MDT SMALL CAP CORE FUND 245 C
    FEDERATED HERMES MDT SMALL CAP CORE FUND 255 IS
    FEDERATED HERMES MDT SMALL CAP CORE FUND 223 R6
7/31/2006   FEDERATED HERMES MDT SMALL CAP GROWTH FUND 282 A
    FEDERATED HERMES MDT SMALL CAP GROWTH FUND 283 C
    FEDERATED HERMES MDT SMALL CAP GROWTH FUND 284 IS
    FEDERATED HERMES MDT SMALL CAP GROWTH FUND 231 R6
  Federated Hermes Municipal Bond Fund, Inc:      
    FEDERATED HERMES MUNICIPAL BOND FUND INC. 141 IS
    FEDERATED HERMES MUNICIPAL BOND FUND INC. 375 F
    FEDERATED HERMES MUNICIPAL BOND FUND INC. 602 B
    FEDERATED HERMES MUNICIPAL BOND FUND INC. 243 C
    FEDERATED HERMES MUNICIPAL BOND FUND INC. 384 A
  Federated Hermes Municipal Securities Income Trust:      
7/1/2004   FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND 145 A
    FEDERATED HERMES MICHIGAN INTERM MUNICIPAL FUND 622 IS
6/1/2006   FEDERATED HERMES MUNI HIGH YIELD ADVT FUND 310 F
    FEDERATED HERMES MUNI HIGH YIELD ADVT FUND 214 C
    FEDERATED HERMES MUNI HIGH YIELD ADVT FUND 167 A
    FEDERATED HERMES MUNI HIGH YIELD ADVT FUND 170 B
    FEDERATED HERMES MUNI HIGH YIELD ADVT FUND 380 IS
    FEDERATED HERMES OHIO MUNI INCOME 164 A
    FEDERATED HERMES OHIO MUNI INCOME 313 F
    FEDERATED HERMES OHIO MUNI INCOME 623 IS
7/1/2004   FEDERATED PENNSYLVANIA MUNI INCOME 311 A
    FEDERATED HERMES PENNSYLVANIA MUNI INCOME 673 IS
7/1/2004 Federated Hermes Short-Intermediate Duration Municipal Trust      
    FEDERATED  HERMES SH-INT DUR MUNI FUND 291 A
    FEDERATED  HERMES SH-INT DUR MUNI FUND 24 IS
    FEDERATED  HERMES SH-INT DUR MUNI FUND 289 SS
7/1/2004 Federated Hermes Total Return Government Bond Fund      
    FEDERATED HERMES TOTAL RETURN GOVT BOND FUND 234 R6
    FEDERATED HERMES TOTAL RETURN GOVT BOND FUND 648 SS
    FEDERATED HERMES TOTAL RETURN GOVT BOND FUND 647 IS
         
  Federated Hermes Total Return Series, Inc.:      
7/1/2004   FEDERATED HERMES SELECT TOTAL RETURN BOND FUND 835 IS
    FEDERATED HERMES SELECT TOTAL RETURN BOND FUND 837 SS
7/1/2004   FEDERATED HERMES TOTAL RETURN BOND FUND 328 IS
    FEDERATED HERMES TOTAL RETURN BOND FUND 288 SS
    FEDERATED HERMES TOTAL RETURN BOND FUND 893 R
    FEDERATED HERMES TOTAL RETURN BOND FUND 225 R6
    FEDERATED HERMES TOTAL RETURN BOND FUND 404 A
    FEDERATED HERMES TOTAL RETURN BOND FUND 405 B
    FEDERATED HERMES TOTAL RETURN BOND FUND 406 C
7/1/2004   FEDERATED HERMES ULTRASHORT BOND FUND 218 A
    FEDERATED HERMES ULTRASHORT BOND FUND 838 SS
    FEDERATED HERMES ULTRASHORT BOND FUND 108 IS
    FEDERATED HERMES ULTRASHORT BOND FUND 344 R6
7/1/2004 Federated Hermes Short-Term Government Trust      
    FEDERATED HERMES SHORT-TERM GOV'T FUND 100 SS
    FEDERATED HERMES SHORT-TERM GOV'T FUND 79 Y
    FEDERATED HERMES SHORT-TERM GOV'T FUND 9 IS
7/1/2004 Federated Hermes Short-Intermediate Government Trust      
    FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND 192 SS
    FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND 896 R
    FEDERATED HERMES SHORT-INTERMEDIATE GOV'T FUND 47 IS
  Federated Hermes World Investment Series, Inc.:      
7/1/2004   FEDERATED HERMES EMERGING MARKET DEBT FUND 831 IS
    FEDERATED HERMES EMERGING MARKET DEBT FUND 609 A
    FEDERATED HERMES EMERGING MARKET DEBT FUND 611 C
7/1/2004   FEDERATED HERMES INTERNATIONAL LEADERS FUND 103 A
    FEDERATED HERMES INTERNATIONAL LEADERS FUND 104 B
    FEDERATED HERMES INTERNATIONAL LEADERS FUND 105 C
    FEDERATED HERMES INTERNATIONAL LEADERS FUND 119 IS
    FEDERATED HERMES INTERNATIONAL LEADERS FUND 106 R
    FEDERATED HERMES INTERNATIONAL LEADERS FUND 110 R6
7/1/2004   FEDERATED HERMES INTL SMALL-MID COMPANY FUND 695 A
    FEDERATED HERMES INTL SMALL-MID COMPANY FUND 697 C
    FEDERATED HERMES INTL SMALL-MID COMPANY FUND 682 IS
7/1/2004 Federated Hermes Intermediate Municipal Trust      
    FEDERATED HERMES INTERMEDIATE  MUNI FUND 78 SS
    FEDERATED HERMES INTERMEDIATE  MUNI FUND 739 IS
  Federated Hermes Money Market Obligations Trust:      
7/1/2004   FEDERATED HERMES CALIFORNIA MUNI CASH TRUST 80 SS
    FEDERATED HERMES CALIFORNIA MUNI CASH TRUST 800 WS
    FEDERATED HERMES CALIFORNIA MUNI CASH TRUST 280 CII
    FEDERATED HERMES CALIFORNIA MUNI CASH TRUST 809 CAP
    FEDERATED HERMES CALIFORNIA MUNI CASH TRUST 810 CS
12/1/2004   FEDERATED HERMES CAPITAL RESERVES FUND 806  
7/1/2004   FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 386 CS
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 385 CII
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 805 CAP
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 158 ADM
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 117 PRM
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 5 IS
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 703 TR
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 395 SS
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 7 R
    FEDERATED HERMES GOVERNMENT OBLIGATIONS FUND 484 AVR
7/1/2004   FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD 613 AS
    FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD 636 IS
    FEDERATED HERMES GOVT OBLIGATIONS TAX-MGD FD 637 SS
12/1/2004   FEDERATED HERMES GOVERNMENT RESERVES FUND 970 A
    FEDERATED HERMES GOVERNMENT RESERVES FUND 971 B
    FEDERATED HERMES GOVERNMENT RESERVES FUND 972 C
    FEDERATED HERMES GOVERNMENT RESERVES FUND 807 P
    FEDERATED HERMES GOVERNMENT RESERVES FUND 973 F
7/1/2004   FEDERATED HERMES INSTITUTIONAL MMKT MGMT 136 CAP
    FEDERATED HERMES INSTITUTIONAL MMKT MGMT 349 EAG
    FEDERATED HERMES INSTITUTIONAL MMKT MGMT 58 IS
    FEDERATED HERMES INSTITUTIONAL MMKT MGMT 219 SS
    FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND 10 IS
    FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND 143 CAP
    FEDERATED HERMES INSITUTIONAL PRIME OBLIGATIONS FUND 396 SS
7/1/2004   FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 858 CAP
    FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 821 CS
    FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 820 CII
    FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 852 WS
    FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 839 IV
    FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 855 SS
    FEDERATED HERMES MUNICIPAL OBLIGATIONS FUND 833 AS
7/1/2004   FEDERATED HERMES NEW YORK MUNI CASH TRUST 878 CS
    FEDERATED HERMES NEW YORK MUNI CASH TRUST 12 SS
    FEDERATED HERMES NEW YORK MUNI CASH TRUST 825 WS
    FEDERATED HERMES NEW YORK MUNI CASH TRUST 111 CII
7/1/2004   FEDERATED HERMES PRIME CASH OBLIGATIONS FD 857 CAP
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 911 CII
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 851 WS
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 854 SS
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 909 AS
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 914 R
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 913 CS
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 915 TR
    FEDERATED HERMES PRIME CASH OBLIGATIONS FD 485 AVR
7/1/2004   FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL 859 CAP
    FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL 853 IS
    FEDERATED HERMES INSTITUTIONAL PRIME VAL OBL 856 SS
7/1/2004   FEDERATED HERMES TAX-FREE OBLIGATIONS FUND 15 WS
    FEDERATED HERMES TAX-FREE OBLIGATIONS FUND 397 SS
    FEDERATED HERMES TAX-FREE OBLIGATIONS FUND 486 AVR
7/1/2004   FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR 42 IS
    FEDERATED HERMES INSTITUTIONAL TX-FREE CSH TR 73 PRM
7/1/2004   FEDERATED HERMES TREASURY OBLIGATIONS FUND 115 AS
    FEDERATED HERMES TREASURY OBLIGATIONS FUND 862 CAP
    FEDERATED HERMES TREASURY OBLIGATIONS FUND 68 IS
    FEDERATED HERMES TREASURY OBLIGATIONS FUND 398 SS
    FEDERATED HERMES TREASURY OBLIGATIONS FUND 702 TR
7/1/2004   FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS 54 CS
    FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS 52 CII
    FEDERATED HERMES TR FOR U.S. TRSY OBLIGATIONS 59 IS
7/1/2004   FEDERATED HERMES U.S. TREASURY CASH RSV 632 SS
    FEDERATED HERMES U.S. TREASURY CASH RSV 125 IS
    COLLECTIVE TRUSTS    
    FEDERATED HERMES CAPITAL PRESERVATION FUND 4 ISP
    FEDERATED HERMES CAPITAL PRESERVATION FUND 25 RP
    FEDERATED HERMES CAPITAL PRESERVATION FUND 26 SP
    FEDERATED HERMES CAPITAL PRESERVATION FUND 27 YP
    FEDERATED HERMES CAPITAL PRESERVATION FUND 35 R6P
    FEDERATED HERMES CAPITAL PRESERVATION FUND 40 IP
    FEDERATED HERMES INSTITUTIONAL FIXED INCOME FUND 45  

 

State Street Bank and Trust Company By each of the  Federated Funds Set forth on Exhibit A.
           
           
By__________________________________________ /s/Peter J. Germain      
Name:  Andrew Erickson Name: Peter J. Germain      
Title:  Executive Vice President         Title: Secretary      

 

 
 

 

OUTREACH SERVICES

The Transfer Agent shall provide the Outreach Services described below to assist the Fund in locating lost shareholders and re-establishing contact with inactive shareholders thereby reducing the number of escheated accounts.

 

The Transfer Agent and/or its third-party subcontractor (the “Outreach Subcontractor”) shall provide the following Outreach Services:

 

  1. Identify all accounts where 'date of last contact' exceeds two years and include these in the Transfer Agent’s UPA database
  2. Mail contact letters to inactive accounts requesting the dealer and/or shareholder to contact Transfer Agent to keep their account in an active status.
  3. In order to capture contact, maintain a dedicated secure web site, a dedicated toll free number and letter barcoding for auto-indexing for the Federated Funds
  4. Identify all RPO accounts unresponsive to the two required SEC searches, accounts reflecting outstanding checks, and accounts that have been unresponsive to a contact mailing.
    1. Send a file of these accounts to the Outreach Subcontractor for discretionary search and research purposes to identify the shareholder as deceased. If the beneficiary is located, accounts will follow the Outreach Subcontractor's legal claimant process.
    2. Mail a confirmation letter for RPO accounts and outstanding checks to newly located address instructing owners to contact Transfer Agent to update their account
  5. Provide Standard Summary Reports to the Fund upon completion of the outreach services detailing the results of the effort.

 

Outreach Subcontractor. As of the date of the Agreement, the Outreach Subcontractor is Venio LLC d/b/a Keane.

 

Fees. In consideration of the performance of the Outreach Services by the Transfer Agent and/or the Outreach Subcontractor, the Funds shall pay the Transfer Agent the Outreach Service fees set forth on Schedule 3.1 to the Agreement (in addition to the Core Escheatment Service Fees set forth in such Schedule 3.1).

 

Liability for Outreach Services. The Transfer Agent's aggregate liability under this Exhibit B with respect to or arising from the provision of the Outreach Services under this Exhibit, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the Annual Base Fee for the Outreach Services as set forth on Schedule 3.1 to the Agreement. For the avoidance of doubt, this section does not apply to any liability with respect to or arising from the provision of the Core Escheatment Services provided under the Agreement, which shall be governed by the terms of the Agreement.

 

Termination of Outreach Services. This Exhibit B with respect to the Outreach Services may be terminated by either party without cause by giving the other party at least thirty (30) days' written notice of its intention to terminate, and shall terminate automatically upon termination of the Agreement.

 

 

 

 

 
 

SCHEDULE 2.1
SERVICE LEVEL STANDARDS

 

[          ]

 

 

 
 

 

SCHEDULE 2.2(11)

CHECKWRITING SERVICES SUPPORT

 

(i) Upon receipt of checkwriting signature cards, code the appropriate Shareholder account on Transfer Agent’s recordkeeping systems for checkwriting services, order appropriate checkbook products through MICR’s online checkbook ordering system, and process the signature card, including manually inserting the fourteen-digit account number for such Shareholder on each such signature card, scanning such signature card into the Automated Work Distributor system (“AWD”) and sending the original signature card to United Missouri Bank, N.A. (“UMB”) for safekeeping;

 

(ii) Utilize UMB Direct system for daily settlement with UMB of checks presented against a Shareholder’s account, transmitting the aggregate settlement amount for all check presentments on each business day on which UMB is open for business, less the amount of any check presentments rejected from the prior business day;

 

(iii) Utilize UMB’s systems for review of accounts and processing of items rejected by UMB;

 

(iv) In accordance with Proper Instructions, place stop payment orders on specified checks utilizing the online systems of UMB;

 

(v) Provide information to UMB, on each business day, as to the current collected balance in specified Shareholder accounts;

 

(vi) With respect to checks that are rejected by UMB for reasons other than insufficient Shareholder account balance, perform the following services each business day, as applicable:

 

(A) For checks with faulty MICR encoding, incorrect formatting (1) perform a search of the Fund’s records, maintained on Transfer Agent’s recordkeeping systems, for open Shareholder accounts matching the available identifying Shareholder information on such check and (x) if no corresponding Shareholder account can be located, generate and send a report of such item to UMB, (y) if a corresponding Shareholder account can be located and the account of the Shareholder has a sufficient balance against which to process such check, instruct UMB to pay such check and (z) if a corresponding Shareholder account can be located and the account of the Shareholder does not have a sufficient balance against which to process such check, instruct UMB to return such check to the Shareholder, (2) review each item to determine the cause of the rejection and perform the following additional steps (x) if the cause was incorrect formatting or faulty MICR data, and the shareholder utilized a third party vendor or software platform, inform the Shareholder of the problem and advise the Shareholder to destroy remaining check stock, and, if requested by the Shareholder, order a new checkbook for such Shareholder and (y) if the cause was due to a check being written by a Shareholder against a Fund that no longer offers checkwriting privileges, inform the client of the problem and advise the client to destroy remaining check stock.

 

(B) For checks that are reported as duplicate check entries, (1) if the check can be viewed on UMB’s on-line system, view the check on-line in order to determine whether they are duplicative and (x) if not duplicative, confirm whether the Shareholder’s account has a sufficient balance to honor the check and, if so, instruct UMB to pay the check, (y) if not duplicative, confirm whether the Shareholder’s account has a sufficient balance to honor the check and, if not, instruct UMB to reject the check, and (z) if duplicative, instruct UMB to reject the check, and (2) if the check cannot be viewed on UMB’s on-line systems, contact the financial intermediary through which the Shareholder is transacting, if applicable, or the Shareholder if no financial intermediary is involved, and verify whether the potentially duplicative check is legitimate and (x) if verified to be legitimate by either such means, instruct UMB to pay such check and manually deduct the amount of such check from the Shareholder’s account for settlement with UMB on the next business day, (y) if the Shareholder or financial intermediary indicates that the check is forged or fraudulent, instruct UMB to reject the check and report the matter to the risk management function within Federated Services Company and (z) if the Shareholder or financial intermediary cannot be contacted, present the check for further review.

 

(vii) With respect to checks that are rejected by UMB for reasons of insufficient Shareholder account balance (“NSF Checks”), perform the following services each business day, as applicable:

 

(A)With respect to NSF Checks written by Shareholders whose accounts are maintained (x) by a broker/dealer that has executed an indemnity in favor of Transfer Agent in form and substance satisfactory to Transfer Agent (“Brokers”) and (y) by Federated Securities Corp. (“FSC”):

 

(1)Compile a daily list of NSF Checks, sorted by Broker name (including FSC, as applicable), and transmit such list to the respective Broker (including FSC, as applicable);

 

(2)Accept instructions from such Brokers (including FSC, as applicable) until 12:30 p.m. (Eastern) on each business day as to the disposition of each such NSF Check (the “Pay or Bounce Instructions”);

 

(3)Transmit all Pay or Bounce Instructions received by 12:30 p.m. (Eastern) on such business day to UMB by 1:00 p.m. (Eastern) on such business day;

 

(4)Create a same day wire purchase, or perform a current day transfer or exchange, in accordance with instructions specified in each Pay or Bounce Instruction (the “Deficit True-Up Transaction”), and post this information to the “Trade Pending” status information field on Transfer Agent’s recordkeeping systems;

 

(5)Confirm settlement of each Deficit True-Up Transaction (either receipt of wire or processing of transfer or exchange);

 

(6)Create a checkwriting redemption against the “Trade Pending” status information field on the Transfer Agent’s recordkeeping systems; and

 

(7)In the event that an additional checkwriting check is presented against a Shareholder account on the date an NSF Check for such Shareholder and with respect to which the Pay or Bounce Instruction has already been given, submit a “Resubmittal” report to the applicable Broker (including FSC, as applicable), indicating the new Shareholder account balance after giving effect to the prior Pay or Bounce Instruction.

 

(B)With respect to NSF Checks written by Shareholders whose accounts are maintained by a broker/dealer that has not executed an indemnity in favor of Transfer Agent, instruct UMB to bounce or reject such NSF Check.

 

 
 

SCHEDULE 2.2(12)

DEBIT CARD SERVICES/ACH TRANSACTIONS SUPPORT

 

(A)Debit Card Services.

 

(i) Upon receipt of applications for debit card services, code the appropriate Shareholder account on Transfer Agent’s recordkeeping systems for debit card services and process the application, including manually inserting the fourteen-digit account number for such Shareholder on the application, scanning such application into the AWD and sending a copy of the application to UMB;

 

(ii) Utilize UMB Direct system for daily settlement with UMB of debit card transactions presented against a Shareholder’s account, transmitting the aggregate settlement amount for all such presentments on each business day on which UMB is open for business;

 

(iii) Utilize UMB’s systems for review of accounts and processing of items rejected by UMB;

 

(iv) Review daily reject reports from UMB and make any and all necessary adjustments to Shareholder accounts.

 

(B) Automated Clearing House System (“ACH”) Transactions. Transfer Agent will provide the following services in support of ACH transactions:

 

(i) Utilize UMB Direct system for daily settlement with UMB of ACH transactions presented against a Shareholder’s account, transmitting the aggregate settlement amount for all ACH transactions on each business day on which UMB is open for business, less the amount of any ACH transactions rejected from the prior business day; and

 

(iii) Utilize UMB’s systems for review of accounts and processing of ACH transaction items rejected by UMB.

 

It is recognized that there are electronic alternatives to traditional paper checks, including those transactions processed through the ACH. The settlements referred to in (B)(I) and (B)(ii) of this Schedule 2.2(12), together with any such electronic checks processed as ACH transactions, will be included in daily settlement amounts communicated between Transfer Agent and UMB under Schedule 2.2(11), and processing of these transactions will otherwise be handled according to the terms of such Schedule 2.2(11).

 

 

 

 

 
 

SCHEDULE 3.1

 

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SCHEDULE 3.2

 

[          ]

 

 

 

 
 

SCHEDULE 10.2

 

INFORMATION SECURITY SCHEDULE

 

All capitalized terms not defined in this Information Security Schedule (this “Security Schedule”) shall have the meanings ascribed to them in the Transfer Agency and Service Agreement by and between Transfer Agent and each of the funds listed on Exhibit A thereto (each such fund, or series thereof, severally, and not jointly, the “Fund”) dated January 31, 2017 (the “Agreement”).

 

Transfer Agent and Fund hereby agree that Transfer Agent shall maintain and comply with an information security policy (“Security Policy”) that satisfies the requirements set forth below; provided, that, because information security is a highly dynamic space (where laws, regulations and threats are constantly changing), Transfer Agent reserves the right to make changes to its information security controls at any time and at the sole discretion of Transfer Agent in a manner that it believes does not materially reduce the protection it applies to Fund Data.

 

From time to time, Transfer Agent may subcontract services performed under the Agreement (to the extent provided for under the Agreement) or provide access to Fund Data or its network to a subcontractor or other third party; provided, that, such subcontractor or third party implements and maintains security measures Transfer Agent believes are at least as stringent as those described in this Security Schedule.

 

For the purposes of this Schedule “prevailing industry practices and standards” refers to standards among financial institutions, including mutual funds, and third parties providing financial services to financial institutions.

 

1.Objective.

 

The objective of Transfer Agent’s Security Policy and related information security program is to implement data security measures consistent in all material respects with applicable prevailing industry practices and standards (“Objective”). In order to meet such Objective, Transfer Agent uses commercially reasonable efforts to:

 

a.Protect the privacy, confidentiality, integrity, and availability of all confidential data and information disclosed by or on behalf of Fund to, or otherwise comes into the possession of Transfer Agent, in connection with the provision of services under the Agreement and to the extent the same is deemed confidential information under the terms of the Agreement (collectively, “Fund Data”). For the avoidance of doubt, and without limiting the foregoing, “Fund Data” includes all Confidential Information of the Fund and its agents or service providers, including, without limitation all “Customer Information,” as contemplated in the Agreement;

 

b.Protect against accidental, unauthorized, unauthenticated or unlawful access, copying, use, processing, disclosure, alteration, transfer, loss or destruction of the Fund Data;

 

c.Comply with applicable governmental laws, rules and regulations that are relevant to the handling, processing and use of Fund Data by Transfer Agent in accordance with the Agreement; and

 

d.Implement customary administrative, physical, technical, procedural and organizational safeguards.

 

e.Implement means and technology to encrypt Fund Data, mutually acceptable between the Fund and Transfer Agent, while in transit to and from Transfer Agent.

 

 

2.Risk Assessments.

 

a.Risk Assessment - Transfer Agent shall, at least annually, perform risk assessments that are designed to identify material threats (both internal and external) against Fund Data, the likelihood of those threats occurring and the impact of those threats upon the Transfer Agent organization to evaluate and analyze the appropriate level of information security safeguards (“Risk Assessments”).

 

b.Risk Mitigation - Transfer Agent shall use commercially reasonable efforts to manage, control and remediate any threats identified in the Risk Assessments that it believes are likely to result in material unauthorized access, copying, use, processing, disclosure, alteration, transfer, loss or destruction of Fund Data, consistent with the Objective, and commensurate with the sensitivity of the Fund Data and the complexity and scope of the activities of Transfer Agent pursuant to the Agreement.

 

c.Security Controls Testing - Transfer Agent shall, on approximately an annual basis, engage an independent external party to conduct periodic reviews of Transfer Agent’s information security practices. Transfer Agent shall have a process to review and evaluate high risk findings resulting from this testing.

 

3.Security Controls. Annually, upon Fund’s reasonable request, Transfer Agent shall provide Fund’s Chief Information Security Officer or his or her designee with a copy of its corporate information security controls that form the basis for Transfer Agent’s Security Policy and an opportunity to discuss Transfer Agent’s information security measures, and a high level summary of any vulnerability testing conducted by Transfer Agent on its information security controls, with a qualified member of Transfer Agent’s information technology management team. Transfer Agent shall review its Security Policy annually.

 

4.Organizational Security.

 

a.Responsibility - Transfer Agent shall assign responsibility for information security management to qualified personnel only.

 

b.Access - Transfer Agent shall permit only those personnel performing roles supporting the provision of services under the Agreement to access Fund Data.

 

c.Confidentiality - Transfer Agent personnel who have accessed or otherwise been made known of Fund Data shall maintain the confidentiality of such information in accordance with the terms of the Agreement.

 

d.Training - Transfer Agent will provide information security training to its personnel on approximately an annual basis.

 

5.Asset Management.

 

a.Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

 

b.External Hosting Facilities – Transfer Agent shall implement controls, consistent with applicable prevailing industry practices and standards, regarding the collection, use, storage and/or disclosure of Fund Data by an external hosting provider.

 

6.Physical Security.

 

a.Securing Physical Facilities - Transfer Agent shall maintain systems located in Transfer Agent facilities that host Fund Data or provide services under the Agreement in an environment that is designed to be physically secure and to allow access only to authorized individuals. A secure environment includes the availability of onsite security personnel on a 24 x 7 basis or equivalent means of monitoring locations supporting the delivery of services under the Agreement.

 

b.Physical Security of Media - Transfer Agent shall implement controls, consistent with applicable prevailing industry practices and standards, that are designed to deter the unauthorized viewing, copying, alteration or removal of any media containing Fund Data. Removable media on which Fund Data is stored by Transfer Agent (including thumb drives, CDs, and DVDs, and PDAS) will be encrypted based on Transfer Agent encryption policies.

 

c.Media Destruction - Transfer Agent shall destroy removable media and any mobile device (such as discs, USB drives, DVDs, back-up tapes, laptops and PDAs) containing Fund Data or use commercially reasonable efforts to render Fund Data on such physical media unintelligible if such media or mobile device is no longer intended to be used. All backup tapes that are not destroyed must meet the level of protection described in this Security Schedule until destroyed or rendered irretrievable.

 

d.Paper Destruction - Transfer Agent shall shred all paper waste containing Fund Data and dispose in a secure and confidential manner making it unrecoverable.

 

7.Communications and Operations Management.

 

a.Network Penetration Testing - Transfer Agent shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. Transfer Agent shall have a process to review and evaluate high risk findings resulting from this testing.

 

b.Data Protection During Transmission - Transfer Agent shall encrypt, using an industry standard encryption algorithm, personally identifiable Fund Data when such data is transmitted.

 

c.Data Loss Prevention - Transfer Agent shall implement a data leakage program that is designed to identify, detect, monitor and document Fund Data leaving Transfer Agent’s control without authorization in place.

 

d.Malicious Code – Transfer Agent shall implement controls that are designed to detect the introduction or intrusion of malicious code on information systems handling or holding Fund Data and implement a process for removing said malicious code from information systems handling or holding Fund Data.

 

8.Access Controls.

 

a.Authorized Access - Transfer Agent shall have controls that are designed to maintain the logical separation such that access to systems hosting Fund Data and/or being used to provide services to Fund will uniquely identify each individual requiring access, grant access only to authorized personnel based on the principle of least privileges, and prevent unauthorized access to Fund Data.

 

b.User Access - Transfer Agent shall have a process to promptly disable access to Fund Data by any Transfer Agent personnel who no longer requires such access. Transfer Agent will also promptly remove access of Fund personnel upon receipt of notification from Fund.

 

c.Authentication Credential Management - Transfer Agent shall communicate authentication credentials to users in a secure manner, with a proof of identity check of the intended users.

 

d.Multi-Factor Authentication for Remote Access - Transfer Agent shall use multi factor authentication and a secure tunnel, or another strong authentication mechanism, when remotely accessing Transfer Agent’s internal network.

 

 

9.Use of Laptop and Mobile Devices in connection with the Agreement.

 

a.Encryption Requirements – Transfer Agent will not locally store Fund Data on any laptops or mobile devices (e.g., Blackberries, PDAs) managed by Transfer Agent.

 

b.Secure Storage - Transfer Agent shall require that all laptops and mobile devices be securely stored whenever out of the personnel’s immediate possession.

 

c.Inactivity Timeout - Transfer Agent shall employ access and password controls as well as inactivity timeouts of no longer than fifteen (15) minutes on laptops, desktops and mobile devices managed by Transfer Agent and used by Transfer Agent’s personnel.

 

 

10.Information Systems Acquisition Development and Maintenance.

 

a.Fund Data – Fund Data shall only be used by Transfer Agent for the purposes specified in the Agreement.

 

b.Virus Management - Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

 

11.Incident Event and Communications Management.

 

a.Incident Management/Notification of Breach - Transfer Agent shall develop, implement and maintain an incident response plan that specifies actions to be taken when Transfer Agent or one of its subcontractors suspects or detects that a party has gained material unauthorized access to Fund Data or systems or applications containing any Fund Data (the “Response Plan”). Such Response Plan shall include the following:

 

i.                     Escalation Procedures - An escalation procedure that includes notification to senior managers and appropriate reporting to regulatory and law enforcement agencies. This procedure shall provide for reporting of incidents that compromise the confidentiality of Fund Data (including backed up data) to Fund via telephone or email (and provide a confirmatory notice in writing as soon as practicable); provided that the foregoing notice obligation is excused for such period of time as Transfer Agent is prohibited by law, rule, regulation or other governmental authority from notifying Fund.

 

ii.                   Incident Reporting - Transfer Agent will use commercially reasonable efforts to promptly furnish to Fund information that Transfer Agent has regarding the general circumstances and extent of such unauthorized access to the Fund Data.

 

iii.Investigation and Prevention - Transfer Agent shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to:

(A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.

 

 

 
 

August 23, 2018

 

Peter J. Germain, Esq.

General Counsel

Federated Investors, Inc.

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222

 

RE: Transfer Agency and Service Agreement among Federated Funds and State Street

Dear Mr. Germain,

At your request, this letter is intended to clarify certain aspects of the Transfer Agency and Service Agreement dated as of January 31, 2017, by and between each of the Federated Funds set forth on Exhibit A of that Agreement (the “Funds”) and State Street Bank and Trust Company (“State Street”), as amended from time to time (the “Agreement”).

As you may know, Section 15.1 of the Agreement allows State Street to subcontract, without the consent of the Funds, its performance under the Agreement to Boston Financial Data Services, Inc. (“Boston Financial”), provided, however, that State Street remains fully responsible to the Fund for the acts and omissions of Boston Financial as it is for its own acts and omissions under the Agreement.

We understand that the recent changes in the ownership structure of Boston Financial may be a cause of concern to the Funds, wherein: (i) Boston Financial changed its corporate name to DST Asset Manager Solutions, Inc. (“DST AMS”) following the March 2017 acquisition by DST Systems, Inc. of the remaining ownership interest in Boston Financial and (ii) SS&C Technologies Holdings, Inc. (“SS&C”) acquired 100% of the ownership interest in DST Systems, Inc., the parent company of DST AMS (the “SS&C Purchase”), in April 2018.

State Street confirms to the Funds that it will continue to delegate the services under the Agreement to DST AMS, which is now a subsidiary of SS&C, until the Agreement terminates by its terms or upon agreement by the parties thereto. Further, pursuant to Section 15.1 of the Agreement, and not-withstanding Section 15.2 of the Agreement, State Street will continue to be fully responsible to the Funds for the acts and omissions of DST AMS as it is for its own acts and omissions under the terms of the Agreement. State Street views all other terms of the Agreement as it has been amended over time as continuing to remain in force and effect.

 

 

State Street’s Third Party Risk Management (TPRM) program assesses, monitors and manages the potential risks inherent to third party providers throughout the lifecycle of each applicable engagement, consistent with compliance and regulatory requirements. DST AMS as a Third Party Service Provider is required to successfully complete this process to provide Transfer Agency services to State Street clients. State Street’s TPRM program framework is comprised of five mandatory components: Planning, Due Diligence, Contract Negotiation, Ongoing Monitoring and Termination. Each component requires activities that support the goal of managing applicable third party risk dimensions throughout the duration of the engagement.

In addition to the Third Party Service Provider requirements listed above, State Street also utilizes the Transfer Agency Governance and Oversight Committee (TAGOC) to provide additional oversight for subcontracted Transfer Agency work for regulated activities. Oversight includes review of Key Performance Indicators, Compliance with Regulatory Obligations and Issue escalation. State Street oversees DST AMS through this governance body.

I trust that the foregoing clarification is helpful to you. Please provide your acknowledgement and acceptance of this clarification by signing below. Please feel free to contact me if you have any questions. Thank you.

 

 

Sincerely,

 

/s/ Jane Kirkland

 

Jane Kirkland

Senior Vice President

 

Acknowledged and accepted by each of the Federated Funds Set forth on Exhibit A to the Agreement (other than collective trusts) severally and not jointly:

 

 

 

By: /s/ Peter J. Germain

 

Name: Peter J. Germain

Title: Chief Legal Officer

 

 
 

VENDOR MANAGEMENT

KEY VENDOR MANAGEMENT PROVISIONS CHECKLIST

 

 

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EX-99.ADMIN OMNI 14 exhibit13-3.htm

Exhibit 13.3

 

 

 

SECOND AMENDED AND RESTATED

AGREEMENT

for

ADMINISTRATIVE SERVICES

 

This Second Amended and Restated Agreement for Administrative Services (the “Agreement”) is made, severally and not jointly, as of September 1, 2017, by each of the registered investment companies listed on Exhibit A hereto, each having its principal office and place of business at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (collectively, the “Investment Company”), and FEDERATED ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (“FAS”). The Agreement amends and restates in its entirety that Amended and Restated Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2012, as amended, (the “Superseded Agreement”).

WHEREAS, each investment company subject to this Agreement is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with authorized and issued shares of capital stock or beneficial interest (“Shares”);

WHEREAS, certain investment companies subject to this Agreement are “series companies” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the term “Fund” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Funds” refers to all such portfolios and investment companies, collectively;

WHEREAS, Shares of each Fund may be subdivided into classes (each a “Class”) as provided in Rule 18f-3 under the 1940 Act;

WHEREAS, the Investment Company wishes to appoint FAS as its administrator to provide it with Administrative Services (as herein defined) and FAS desires to accept such appointment;

WHEREAS, Investment Company and FAS are parties to the Superseded Agreement with respect to the subject matter hereof; and

WHEREAS, Investment Company and FAS desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

Article 1. Appointment.

The Investment Company hereby appoints FAS as Administrator for the period on the terms and conditions set forth in this Agreement. FAS hereby accepts such appointment and agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 5 of this Agreement.

Article 2. FAS Duties.

As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company from time to time:

A. LEGAL AND COMPLIANCE ADMINISTRATIVE SERVICES

1.Prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders.
2.Prepare and file with the Securities and Exchange Commission (the “SEC”) and the appropriate state securities authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments thereto, (ii) annual and semi-annual reports to shareholders and other applicable regulatory reports and communications,; (iii) proxy materials; (iv) notices pursuant to Rule 24f-2; and (v) such other documents all as may be necessary to enable the Investment Company to continuously offer its shares.
3.Prepare and administer contracts on behalf of the Investment Company and supervise relationships with the Investment Company’s other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940 Act, such supervision may include the engagement of outside consultants from time to time, at FAS’s expense, to review the relationship contracts and recommend changes designed to reduce Fund expenses.
4.Provide due diligence of the Investment Company’s other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, to the extent not otherwise provided by the Investment Company’s other service providers.
5.Arrange for and attend shareholders’ meetings; prepare the Investment Company’s representatives who will attend shareholder meetings and all necessary materials in connection with such meetings including, without limitation, a written script for such meetings, minutes and any follow-up documents.
6.Provide the Investment Company with legal guidance with respect to its regulated activities, including prospectus disclosures, investment activities, affiliated transactions, investment in senior securities, sales, redemptions and exchanges, distribution of income and capital gains, distribution of Shares, board composition, code of ethics, fidelity bond, custodial services and service provider contracts and the general application of securities laws and regulations to the Investment Company’s business and provide or arrange for all other legal services that constitute Administrative Service required by the Investment Company and not otherwise provided for under this Agreement (it being understood that various legal services will be provided to the Investment Company, the Board and the Independent Trustees at the expense of the Investment Company, as described herein).
7.Supervise outside legal counsel retained at the expense of the Investment Company with respect to litigation brought by the Investment Company and against the Investment Company and negotiate litigation settlements and pre-litigation settlements and work-out arrangements.
8.Obtain the required documentation to be filed in connection with any lawsuits against the Investment Company and provide information and expertise on administrative matters affecting such litigation.
9.Supervise outside legal counsel retained at the expense of the Investment Company with respect to, and review all contracts, filings and required documentation concerning, the acquisition of other investment companies or the liquidation of the Fund; provide guidance on the manner such transactions should be structured to comply with applicable law and obtain at the Investment Company’s expense, legal opinions and regulatory authority rulings necessary for such transactions to comply with applicable law.
10.Seek formal guidance from regulatory authorities concerning the application of various regulations to the Investment Company and seek exemptive relief, where appropriate.
11Subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel or other service providers to support the Board’s discussions and actions taken.
12.Negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board.
13.Monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the Fund or for the applicable service provider.
14.Prepare, review and negotiate standard forms of indentures, guarantees, agreements, certificates, confirmations and other documentation relating to the legal terms of securities eligible for purchase by money market funds, provided that FAS shall not have any obligation to: (i) provide any written legal opinions regarding such securities; or (ii) prepare, review or negotiate any document for which a standard form has not been developed and accepted for use by the investment company industry.
15.Perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State, (2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as exempt from blue sky reporting for each State and (b) verify the classification of transactions for each State on the transfer agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary transacting for such holder of Shares in performing the obligations set forth in subsection (2) above.
16.Provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable.
17.Administer the Investment Company’s code of ethics.
18.Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in its currently effective registration statement.
19.Implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment Company.
20.Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company.
21.Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“CFTC”) Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “Registered Funds”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“CPOs”) and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority, as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time (collectively, “CFTC Rule 4.5 Administrative Services”).
B.FINANCIAL ADMINISTRATIVE SERVICES
1.Prepare and file the Investment Company’s tax returns.
2.Evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act.
3.Compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, dividends, fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the relevant securities market on a daily basis for reasonableness of changes.
4.Review and compare, as applicable, the calculation of the Investment Company’s average maturity with the previous calculations for reasonableness of changes.
5.Evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment Company’s fair valuation procedures.
6.Compare the fund accountant’s calculations of the Investment Company’s undistributed net income balances with the fund accountant’s previous calculations for reasonableness of changes.
7.Perform daily reviews, as applicable, of the fund accountant’s shadow net asset value calculations with the previous calculations for reasonableness of changes; notify designated parties, as necessary, of deviations in compliance with the Investment Company’s Rule 2a-7 procedures, if any.
8.Perform monthly comparison of the fund accountant’s performance calculations with previous calculations for reasonableness of changes.
9.Perform quarterly comparison of the fund accountant’s projected annual fund expenses with previous projections for reasonableness of changes; prepare monthly budgets for specific expense categories to be used in monthly updates to the Investment Company’s expense accruals and projections.
10.Review fund expense reports prepared by the fund accountant; monitor compliance with the expense limits stated in the prospectus fee tables, including disclosure regarding which expense categories should be accrued in addition to the expense limits.
11.Coordinate and track the payment of all fund expenses by the Investment Company’s fund accountant.
12.Compare the fund accountant’s calculation of dividend recommendations with previous recommendations for reasonableness of changes; consult with portfolio managers concerning recommendations for fixed dividend resolution funds.
13.Calculate and determine capital gain distributions, if any, for the Investment Company.
14.Review the fund accountant’s calculations for shareholder tax reporting of AUM income percentages, state income percentages and government income percentages.
15.Monitor and confirm the Investment Company’s status as a regulated investment company under the current Internal Revenue Code (“IRC”); monitor and confirm compliance with IRC section 817(h) diversification requirements, as applicable.
16.Review and/or prepare, for shareholder tax reporting purposes, as applicable, (i) calculations for qualifying dividend income (QDI), dividends received deduction (DRD), and interest-related and short-term capital gain dividends (QII), and (ii) IRC section 1250 gain amounts, as well as assessing compliance with various states’ threshold requirements for reporting certain tax characteristics to shareholders in those states.
C.OTHER ADMINISTRATIVE SERVICES
1.Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses.
2.Perform internal audit examinations in accordance with a charter adopted by the Investment Company.
3.Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company.
4.Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest of its Shareholders.
5.Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable.
6.Monitor trading activity to help identify market timers and recommend policies to deter market timing.
7.Review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company.
8.Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services or reduce expenses.
9.Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses.
10.Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person.
11.Perform the following services, either itself or through its affiliate, Federated Shareholder Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as may be agreed to by Company so long as such changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer agent of the Investment Company (the “Transfer Agent”), for and on behalf of the Investment Company as “Proper Instructions” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only the indemnity obligations owning from the Investment Company or Company thereunder.

D.       SUBCONTRACTORS

1.FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.
2.FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with an agent selected by the Investment Company, other than as described in D.1. above, provided, however, that FAS shall in no way be responsible to the Investment Company for the acts and omissions of the agent and the expenses of such agent shall be the responsibility of FAS or the Investment Company, as the parties may agree from time to time.

Article 3. Records.

FAS shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment Company or the Investment Company's authorized representatives.

Article 4. Expenses.

A.FAS shall be responsible for all expenses (i) expressly assumed by FAS under this Agreement; (ii) incurred in the ordinary course of providing (or causing to be provided) the Administrative Services, including CFTC Rule 4.5 Administrative Services, to the Investment Company and the equipment, office space, and facilities necessary to perform its obligations under this Agreement; and (iii) incurred in maintaining its staff and personnel, including the compensation of FAS employees who serve as trustees or directors or officers of the Investment Company
B.Each Fund shall be solely responsible for (i) all expenses expressly assumed by the Funds under this Agreement; (ii) all other fees and expenses incurred in the operation of the Funds, including:

(a) investment advisory fees and expenses associated with the investment management of the Fund’s portfolios;

(b) shareholder servicing, recordkeeping and distribution and marketing expenses of the Funds;

(c) expenses for transfer agent(s), registrar(s) and dividend disbursing agent(s);

(d) expenses for custodian(s) and related custodial services;

(e) costs of Fund accounting services provided by third parties to the Funds;

(f) costs of services provided by independent auditors;

(g) costs and services of outside legal and tax counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and counsel to the Funds and the Independent Trustees;

(h)       ratings agency fees;

(i)       costs related to short selling (e.g., prime brokerage fees);

(j) postage and courier expenses;

(k) printing expenses;

(l) expenses for XRBL tagging and regulatory document production (e.g., ArcPro) provided by third parties;

(m) travel and lodging expenses;

(n) Fund registration fees, listing fees and filing fees and other Fund organizational expenses;

(o) taxes;

(p) insurance premiums;

(q) costs, including interest expenses, commitment fees, facilities fees and unused line fees of any borrowings made by the Funds;

(r) fees payable to persons who are not FAS employees and not FAS subcontractors;

(s) Fund-allocation of trade association dues;

(t) expenses of obtaining quotations and other pricing information for calculating the value of the Fund’s net assets, including the Fund-allocation of costs of independent pricing services;

(u) expenses related to the Fund’s Directors and Fund Board meetings, including Director’s fees and costs of electronic board books;

(v) fees charged by third party custodians for calculating Form N-PORT and Form N-CEN information requirements;

(w) expenses incurred in connection with bankruptcies, workouts and restructures, proceedings and other claims against the Funds;

(x) costs of third-party legal, tax, accounting or other expert advice incurred in connection with any litigation, threatened litigation or other regulatory proceeding, by or against the Funds, including third-party record-retention costs related to litigation holds; and

(iii) any other expenses approved from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), (ii) and (iii) above reasonably incurred by FAS on the Fund’s behalf “Out of Pocket Expenses”) provided that, any Out of Pocket Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other agreement with the Funds.

Article 5. Compensation.

A.In addition to Out of Pocket Expenses, for the Administrative Services provided hereunder, excluding CFTC Rule 4.5 Administrative Services, the Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation for such services a pro rata “Administrative Services Fee” at the annual rates set forth below on the average daily net assets of each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative Services Fee will be charged for those Funds also listed on Exhibit B to this Agreement.

 

Administrative Services Fee Rate Average Daily Net Assets
of the Investment Complex
0.100% up to$50 billion
0.075% on assets over $50 billion

For purposes of calculating the applicable breakpoint under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not also listed on Exhibit B.

B.For the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees to pay, and FAS hereby agrees to accept as full compensation for such services, an annual “Administrative Service Charge” of $125,000 per Registered Fund.
C.The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to FAS no less frequently than monthly, and shall be paid daily upon request of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund.

Article 6. Standard of Care and Indemnification.

A.FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of FAS, even though paid by FAS.
B.FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards.
C.FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, including its officers, directors, shareholders and their agents, employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
1.The acts or omissions of any custodian, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted by or approved by the Investment Company or Fund.
2.The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which:

(a)       are received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or

(b)       have been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment Company.

3.The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company or the Fund.

“Proper Instruction” means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.

4.The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.
5.Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration statement, any prospectus or statement of additional information (“SAI”) (as from time to time amended or supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus or SAI, or any amendment or supplement thereof.

Provided, however, that FAS shall not be protected by this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence in the performance of or reckless disregard of its duties under this Agreement.

D.At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations.
E.The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or reckless disregard by it of its duties under this Agreement.
F.In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification (the “Claimant”), shall promptly notify the indemnifying party (the “Indemnifier”) of such assertion. It is further understood that each party will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably withheld), and that the Claimant may participate in such defense at its expense.

The Indemnifier, in the defense of any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release from all liability in respect to such claim or litigation.

Article 7. Assignment.

A.This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
B.FAS may, without further consent on the part of the Investment Company, assign its rights and obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc.

 

CExcept as provided in Paragraph 7.B., FAS may not assign its rights and obligations under this Agreement, whether directly or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld.

Article 8. Representations and Warranties.

FAS represents and warrants to the Investment Company that:

1.It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware;
2.It is duly qualified to carry on its business in each jurisdiction where the nature of its business requires such qualification, and in the state of Delaware;
3.It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement; and
4.All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement.

Article 9. Term and Termination of Agreement.

A.This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment Company and Fund until terminated as follows:
1.the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written notice to the Investment Company;
2.the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’ written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period of such notice of termination.
B.The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date of such merger or dissolution.
C.Articles 6 and 19, 20, 21 and 22 shall survive the termination of this Agreement.

Article 10. Amendment.

This Agreement may be amended or modified only by a written agreement executed by both parties.

Article 11. Interpretive and Additional Provisions.

In connection with the operation of this Agreement, FAS and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.

Article 12. Governing Law.

This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

Article 13. Notices.

Except as otherwise specifically provided herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086, or to FAS at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address.

Article 14. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.

Article 15. Merger of Agreement.

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.

Article 16. Successor Administrator.

If a successor Administrator for the Investment Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.

Each Fund will bear all out-of-pocket expenses arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses of moving or transmitting materials to the successor Administrator.

Article 17. Force Majeure.

If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:

1.the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure;
2.the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure;
3.no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; and
4.the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible.

Article 18. Severability.

In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.

Article 19. Limitations of Liability of the Board and Shareholders of the Investment Company.

The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

Article 20. Limitations of Liability of Trustees and Shareholders of the  Company.

The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

Article 21. Confidential Information.

A.    Definition. Each party shall safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information of the other party. For purposes of this Article, “Confidential Information” shall mean any and all non-public information which is in any way connected with, derived from or related to the business of the other party which is either designated as confidential or which, by its nature or under the circumstances surrounding its disclosure, reasonably ought to be treated as confidential, and any notes, memoranda, analyses compilations, studies and other documents, whether prepared by the party or others, to the extent they contain or otherwise reflect such information.

B.     Exceptions. Confidential Information shall not include information to the extent such information (i) is already known to the receiving party free of any restriction at the time obtained, including information in the public domain; (ii) is subsequently learned from an independent third party free of restriction; (iii) becomes publicly known through no breach of this Article; or (iv) is independently developed by one party without reference to information which is confidential.

C.     Security. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.

D.       Use of Information. Confidential Information may be disclosed, reproduced, used, summarized or distributed only as necessary in the ordinary course of business to provide the services identified in the Agreement, and only as otherwise provided hereunder or as specifically required or permitted by applicable law.

Article 22. Privacy.

A.The Investment Company may disclose shareholder/customer non-public information (“NPI”) to FAS as agent of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the ordinary course of business to support the Investment Company and its shareholders.
B.FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the Investment Company.
C.FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are reasonably designed to:
1.insure the security and confidentiality of records and NPI of Investment Company shareholders/customers, including but not limited to encrypting such information as required by applicable federal and state laws or regulations;
2.protect against any anticipated threats or hazards to the security or integrity of Investment Company customer records and NPI; and
3.protect against unauthorized access to or use of such Investment Company customer records or NPI that could result in substantial harm or inconvenience to any Investment Company customer.

 

Article 23. Further Assurance.

Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written.

 

INVESTMENT COMPANIES
(listed on Exhibit A hereto)

 

 

 

By: /s/ J. Christopher Donahue
Name:  J. Christopher Donahue
Title:  President
 
FEDERATED ADMINISTRATIVE SERVICES

 

 

 

By: /s/ Peter J. Germain
Name:  Peter J. Germain
Title:  President
 
 

 

Second Amended and Restated Agreement for Administrative Services

EXHIBIT A

This contract is for Federated Funds only.

(Revised as of March 1, 2021

 

 

CONTRACT

DATE INVESTMENT COMPANY
11/1/03 Federated Hermes Adjustable Rate Securities Trust
11/1/03   Federated Hermes Adjustable Rate Fund Institutional Shares
11/1/03     Service Shares
6/1/17 Federated Hermes Adviser Series  
6/1/19   Federated Hermes Emerging Markets Equity Fund Class A Shares
6/1/19     Class C Shares
6/1/19     Institutional Shares
6/1/19     Class R6 Shares
12/1/18   Federated Hermes Absolute Return Credit Fund  
12/1/18     Class A Shares
12/1/18     Class C Shares
12/1/18     Institutional Shares
12/1/18     Class R6 Shares
12/1/20   Federated Hermes Conservative Microshort Fund Class A Shares
12/1/20     Institutional Shares
12/1/20   Federated Hermes Conservative Municipal Microshort Fund Class A Shares
12/1/20     Institutional Shares
12/1/18   Federated Hermes Global Equity Fund  
12/1/18     Class A Shares
12/1/18     Class C Shares
12/1/18     Institutional Shares
12/1/18     Class R6 Shares
12/1/18   Federated Hermes Global Small Cap Fund  
12/1/18     Class A Shares
12/1/18     Class C Shares
12/1/18     Institutional Shares
12/1/18     Class R6 Shares
3/1/19   Federated Hermes International Developed Equity Fund  
3/1/19     Class A Shares
3/1/19     Class C Shares
3/1/19     Institutional Shares
3/1/19     Class R6 Shares
9/1/18   Federated Hermes SDG Engagement Equity Fund  
9/1/18     Class A Shares
9/1/18     Class C Shares
9/1/18     Class R6 Shares
9/1/18     Institutional Shares
9/1/18   Federated Hermes SDG Engagement High Yield Credit Fund  
9/1/18     Class A Shares
9/1/18     Class C Shares
9/1/18     Class R6 Shares
9/1/18     Institutional Shares
       
12/1/18   Federated Hermes Unconstrained Credit Fund  
12/1/18     Class A Shares
12/1/18     Class C Shares
12/1/18     Institutional Shares
12/1/18     Class R6 Shares
3/1/20   Federated Hermes US SMID Fund  
3/1/20     Class A Shares
3/1/20     Class C shares
3/1/20     Institutional Share
3/1/20     Class R6 Shares
6/1/19   Federated Hermes International Equity Fund  
6/1/19     Class A Shares
6/1/19     Class C Shares
6/1/19     Class R6 Shares
      Institutional Shares
       
       
6/1/19   Federated Hermes International Growth Fund  
6/1/19     Class A Shares
6/1/19     Class C Shares
6/1/19     Class R6 Shares
      Institutional Shares
6/1/19      
6/1/17   Federated Hermes MDT Large Cap Value Fund  
6/1/17     Class A Shares
6/1/17     Class B Shares
6/1/17     Class C Shares
6/1/17     Class R Shares
6/1/17     Class R6 Shares
6/1/17     Institutional Shares
6/1/17     Service Shares
3/1/21 ** Federated Hermes MDT Market Neutral Fund Class A Shares
3/1/21     Institutional Shares
11/1/03 Federated Hermes Core Trust
03/1/16   Emerging Markets Core Fund  
9/1/10   Bank Loan Core Fund  
11/1/03   Mortgage Core Fund  
11/1/03   High-Yield Bond Core Fund  
3/1/08 Federated Hermes Core Trust III
    Project and Trade Finance Core Fund  
11/1/03 Federated Hermes Equity Funds
12/1/08   Federated Hermes Clover Small Value Fund  
12/1/08     Class A Shares
12/1/08     Class C Shares
12/1/08     Institutional Shares
12/29/10     Class R Shares
3/1/16     Class R6 Shares
3/1/08   Federated Hermes International Strategic Value Dividend Fund  
3/1/08     Class A Shares
3/1/08     Class C Shares
9/1/16     Class R6 Shares
9/1/16     Institutional Shares
11/1/03   Federated Hermes Kaufmann Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
11/1/03     Class R Shares
9/1/16     Institutional Shares
9/17/07   Federated Hermes Kaufmann Large Cap Fund  
9/17/07     Class A Shares
9/17/07     Class C Shares
9/17/07     Class R Shares
12/30/13     Class R6 Shares
9/17/07     Institutional Shares
11/1/03   Federated Hermes Kaufmann Small Cap Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
9/1/05     Class R Shares
9/1/17     Class R6 Shares
9/1/15     Institutional Shares
11/1/03   Federated Hermes MDT Mid Cap Growth Fund  
11/1/03     Class A Shares
11/1/03     Class C Shares
9/1/06     Class R6 Shares
12/1/09     Institutional Shares
9/1/08   Federated Hermes Prudent Bear Fund  
9/1/08     Class A Shares
9/1/08     Class C Shares
9/1/08     Institutional Shares
12/1/04   Federated Hermes Strategic Value Dividend Fund  
12/1/04     Class A Shares
12/1/04     Class C Shares
3/1/05     Class R6 Shares
6/1/16     Institutional Shares
11/1/03 Federated Hermes Equity Income Fund, Inc.
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
11/1/03     Class F Shares
1/25/13     Class R Shares
3/1/12     Institutional Shares
11/1/03 Federated Hermes Fixed Income Securities, Inc.
11/1/03   Federated Hermes Strategic Income Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
11/1/03     Class F Shares
1/27/17     Class R6 Shares
9/1/07     Institutional Shares
       
11/1/03   Federated Hermes Municipal Ultrashort Fund  
11/1/03     Class A Shares
11/1/03     Institutional Shares
3/1/19     Class R6 Shares
6/1/08 Federated Hermes Global Allocation Fund
6/1/08     Class A Shares
6/1/08     Class B Shares
6/1/08     Class C Shares
6/1/08     Class R Shares
3/1/16     Class R6 Shares
3/1/09     Institutional Shares
11/1/03 Federated Hermes Government Income Securities, Inc.
11/1/03     Class A Shares
11/1/03     Class C Shares
11/1/03     Class F Shares
3/1/20     Institutional Shares
11/1/03 Federated Hermes Government Income Trust
11/1/03   Federated Hermes Government Income Fund Institutional Shares
11/1/03     Service Shares
11/1/03 Federated Hermes High Income Bond Fund, Inc.
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
1/27/17     Class R6 Shares
1/27/17     Institutional Shares
   
11/1/03 Federated Hermes High Yield Trust
3/1/14   Federated Hermes Opportunistic High Yield Bond Fund Class A Shares
3/1/14     Class C Shares
4/30/10     Service Shares
6/1/13     Institutional Shares
9/1/16     Class R6 Shares
11/1/03 Federated Hermes Income Securities Trust
11/1/03   Federated Hermes Capital Income Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
11/1/03     Class F Shares
6/1/13     Class R Shares
3/1/12     Institutional Shares
9/1/10   Federated Hermes Floating Rate Strategic Income Fund  
9/1/10     Class A Shares
9/1/10     Class C Shares
9/1/10     Institutional Shares
9/1/16     Class R6 Shares
11/1/03   Federated Hermes Fund for U.S. Government Securities  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
3/1/20     Institutional Shares
11/1/03   Federated Hermes Intermediate Corporate Bond Fund  
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Muni and Stock Advantage Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
5/29/07     Class F Shares
12/1/10     Institutional Shares
12/1/05   Federated Hermes Real Return Bond Fund  
12/1/05     Class A Shares
12/1/05     Class C Shares
12/1/05     Institutional Shares
11/1/03   Federated Hermes Short-Term Income Fund  
12/1/03     Class A Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
9/1/16     Class R6 Shares
11/1/03 Federated Hermes Institutional Trust
11/1/03   Federated Hermes Government Ultrashort Fund  
11/1/03     Class A Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
3/1/16     Class R6 Shares
11/1/03   Federated Hermes Institutional High Yield Bond Fund  
12/1/07     Institutional Shares
03/1/16     R6 Shares
6/1/05   Federated Hermes Short-Intermediate Total Return Bond Fund  
1/31/14     Class A Shares
9/1/16     Class R6 Shares
6/1/05     Institutional Shares
6/1/05     Service Shares
11/1/03 Federated Hermes Insurance Series
11/1/03   Federated Hermes Fund for U.S. Government Securities II  
11/1/03   Federated Hermes High Income Bond Fund II  
11/1/03     Primary Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Kaufmann Fund II  
11/1/03     Primary Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Managed Volatility Fund II  
6/1/18     Primary Shares
6/1/18     Service Shares
11/1/03   Federated Hermes Government Money Fund II  
9/1/15     Primary Shares
9/1/15     Service Shares
11/1/03   Federated Hermes Quality Bond Fund II  
11/1/03     Primary Shares
11/1/03     Service Shares
11/1/03 Federated Hermes International Series, Inc.
11/1/03   Federated Hermes Global Total Return Bond Fund  
11/1/03     Class A Shares
11/1/03     Class C Shares
9/1/16     Institutional Shares
11/1/03 Federated Hermes Investment Series Funds, Inc.
11/1/03   Federated Hermes Corporate Bond Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
11/1/03
9/1/16
   

Class F Shares

Class R6 Shares

9/1/07     Institutional Shares
12/1/05 Federated Hermes Managed Pool Series
12/1/05   Federated Hermes Corporate Bond Strategy Portfolio  
12/1/05   Federated Hermes High-Yield Strategy Portfolio  
12/1/05   Federated Hermes International Bond Strategy Portfolio  
12/1/14   Federated Hermes International Dividend Strategy Portfolio  
12/1/05   Federated Hermes Mortgage Strategy Portfolio  
     
7/31/06 Federated Hermes MDT Series
7/31/06   Federated Hermes MDT All Cap Core Fund  
7/31/06     Class A Shares
7/31/06     Class C Shares
9/1/16     Class R6 Shares
7/31/06     Institutional Shares
7/31/06   Federated Hermes MDT Balanced Fund  
7/31/06     Class A Shares
7/31/06     Class C Shares
9/1/16     Class R6 Shares
7/31/06     Institutional Shares
7/31/06   Federated Hermes MDT Large Cap Growth Fund  
7/31/06     Class A Shares
3/1/07     Class B Shares
7/31/06     Class C Shares
7/31/06     Institutional Shares
7/31/06   Federated Hermes MDT Small Cap Core Fund  
7/31/06     Class A Shares
7/31/06     Class C Shares
7/31/06     Institutional Shares
3/1/16     Class R6 Shares
7/31/06   Federated Hermes MDT Small Cap Growth Fund  
7/31/06     Class A Shares
7/31/06     Class C Shares
7/31/06     Institutional Shares
3/1/16     Class R6 Shares
   
11/1/03 Federated Hermes Municipal Bond Fund, Inc.
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
5/29/07     Class F Shares
6/1/17     Institutional Shares
11/1/03 Federated Hermes Municipal Securities Income Trust
11/1/03   Federated Hermes Michigan Intermediate Municipal Fund  
12/1/04     Class A Shares
3/1/20     Institutional Shares
6/1/06   Federated Hermes Municipal High Yield Advantage Fund  
6/1/06     Class A Shares
6/1/06     Class B Shares
6/1/06     Class C Shares
6/1/06     Class F Shares
6/1/13     Institutional Shares
11/1/03   Federated Hermes Ohio Municipal Income Fund  
9/1/08     Class A Shares
11/1/03     Class F Shares
3/1/20     Institutional Shares
11/1/03   Federated Hermes Pennsylvania Municipal Income Fund  
11/1/03     Class A Shares
3/1/20     Institutional Shares
11/1/03 Federated Hermes Premier Municipal Income Fund
  (limited purpose of Administrative Services)
11/1/03     Common Shares
      Auction Market Preferred Shares
10/1/16

Federated Hermes Project and Trade Finance Tender Fund

(limited purpose of Administrative Services)

11/1/03 Federated Hermes Short-Intermediate Municipal Fund
7/1/06     Class A Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03 Federated Hermes Total Return Government Bond Fund
11/1/03     Institutional Shares
11/1/03     Service Shares
3/1/16     R6 Shares
11/1/03 Federated Hermes Total Return Series, Inc.
11/1/03   Federated Hermes Select Total Return Bond Fund  
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Total Return Bond Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
11/1/03     Class R Shares
4/17/15     Class R6 Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Ultrashort Bond Fund  
11/1/03     Class A Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
3/1/19     Class R6 Shares
11/1/03 Federated Hermes Short-Term Government Fund
11/1/03     Class Y Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03

Federated Hermes Short-Intermediate Government Fund

 

11/1/03     Class R Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03 Federated Hermes World Investment Series, Inc.
11/1/03   Federated Hermes Emerging Market Debt Fund  
11/1/03     Class A Shares
11/1/03     Class C Shares
3/1/12     Institutional Shares
11/1/03   Federated Hermes International Leaders Fund  
11/1/03     Class A Shares
11/1/03     Class B Shares
11/1/03     Class C Shares
6/1/13     Class R Shares
6/1/13     Class R6 Shares
6/15/10     Institutional Shares
11/1/03   Federated Hermes International Small-Mid Company Fund  
11/1/03     Class A Shares
11/1/03     Class C Shares
3/1/08     Institutional Shares
11/1/03 Federated Hermes Intermediate Municipal Trust
11/1/03   Federated Hermes Intermediate Municipal Fund  
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03 Federated Hermes Money Market Obligations Trust
11/1/03   Federated Hermes California Municipal Cash Trust  
12/1/04     Capital Shares
11/1/03     Cash II Shares
12/1/04     Cash Series Shares
11/1/03     Wealth Shares
11/1/03     Service Shares
12/1/04   Federated Hermes Capital Reserves Fund  
11/1/03   Federated Hermes Government Obligations Fund  
9/1/17     Administrative Shares
6/1/17     Advisor Shares
12/1/04     Capital Shares
6/1/15     Cash II Shares
6/1/15     Cash Series Shares
12/1/15     Class R Shares
11/1/03     Institutional Shares
12/1/14     Premier Shares
11/1/03     Service Shares
11/1/03     Trust Shares
11/1/03   Federated Hermes Government Obligations Tax Managed Fund  
6/1/15     Automated Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
12/1/04   Federated Hermes Government Reserves Fund  
6/1/15     Class A Shares
6/1/15     Class B Shares
6/1/15     Class C Shares
6/1/15     Class F Shares
6/1/15     Class P Shares
11/1/03   Federated Hermes Institutional Money Market Management  
3/1/14     Capital Shares
9/1/07     Eagle Shares
9/1/07     Institutional Shares
3/1/14     Service Shares
11/1/03   Federated Hermes Institutional Prime Obligations Fund  
11/1/03     Capital Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Institutional Prime Value Obligations Fund  
11/1/03     Capital Shares
11/1/03     Institutional Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Institutional Tax-Free Cash Trust  
12/1/15     Premier Shares
12/1/15     Institutional Shares
11/1/03   Federated Hermes Municipal Obligations Fund  
10/27/17     Automated Shares
11/1/03     Capital Shares
6/1/15     Cash II Shares
6/1/15     Cash Series Shares
6/1/15     Investment Shares
11/1/03     Service Shares
11/1/03     Wealth Shares
11/1/03   Federated Hermes New York Municipal Cash Trust  
11/1/03     Cash II Shares
12/1/04     Cash Series Shares
12/1/04     Wealth Shares
11/1/03     Service Shares
11/1/03   Federated Hermes Prime Cash Obligations Fund  
6/1/17     Advisor Shares
6/1/15     Automated Shares
11/1/03     Capital Shares
6/1/15     Cash II Shares
6/1/15     Cash Series Shares
6/1/15     Class R Shares
11/1/03     Wealth Shares
11/1/03     Service Shares
6/1/15     Trust Shares
11/1/03   Federated Hermes Tax-Free Obligations Fund  
6/1/17     Advisor Shares
11/1/03     Service Shares
11/1/03     Wealth Shares
11/1/03   Federated Hermes Treasury Obligations Fund  
6/13/14     Automated Shares
11/1/03     Capital Shares
11/1/03     Institutional Shares
      Service Shares
11/1/03     Trust Shares
11/1/03   Federated Hermes Trust for U.S. Treasury Obligations  
6/1/15     Cash II Shares
6/1/15     Cash Series Shares
6/1/15     Institutional Shares
11/1/03   Federated Hermes U.S. Treasury Cash Reserves  
11/1/03     Institutional Shares
11/1/03     Service Shares

 

 

** Not effective yet

 

 
 

EXHIBIT B

Funds Not Charged an Administrative Services Fee

 

Emerging Markets Core Fund

Mortgage Core Fund

High Yield Bond Core Fund

Bank Loan Core Fund

Project and Trade Finance Core Fund

 

 

EX-99.ADMIN OMNI 15 exhibit13-4.htm

Exhibit 13.4

 

FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

 

THIS AGREEMENT dated as of March 1, 2011 is made, severally and not jointly (except that the parties agree that the calculation required by Section XIII hereunder shall be joint and not several) by each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).

 

WHEREAS, each Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) with authorized and issued shares of capital stock or beneficial interest (the “Shares”);

 

WHEREAS, certain Trusts subject to this Agreement are “series companies” as defined in Rule 18f-2(a) under the 1940 Act and, as used in this Agreement, the term “Portfolio” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Portfolios” refers to all such portfolios and investment companies, collectively;

 

WHEREAS, Shares of each Portfolio may be subdivided into “classes” as provided in Rule 18f-3 under the 1940 Act;

 

WHEREAS, the Trust desires to retain State Street as financial administrator (the “Financial Administrator”) to furnish certain financial administrative services on behalf of the Portfolios;

 

WHEREAS, the Trust desires to retain State Street as accounting agent (the “Accounting Agent”) to perform certain accounting and recordkeeping services on behalf of the Portfolios; and

 

WHEREAS, State Street is willing to perform such services on the terms provided herein.

 

NOW, THEREFORE, the parties agree as follows:

 

I.APPOINTMENT

 

A.        Of State Street as the Financial Administrator

 

The Trust hereby appoints State Street to act as Financial Administrator with respect to the Trust for purposes of providing certain financial administrative services for the period and on the terms set forth in this Agreement. State Street accepts such appointment and agrees to render the financial administrative services stated herein.

 

The Trust will initially consist of the Portfolios identified on Exhibit A hereto. In the event that the Trust establishes one or more additional Portfolios with respect to which it wishes to retain the Financial Administrator to act as financial administrator hereunder, the Trust shall notify the Financial Administrator in writing (including by facsimile or electronic mail communication). Upon such notification, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Trust and the Financial Administrator at the time of the addition of the Portfolio.

 

B.        Of State Street as the Accounting Agent

 

The Trust hereby appoints State Street to act as Accounting Agent with respect to the Portfolios for purposes of providing certain accounting and recordkeeping services for the period and on the terms set forth in this Agreement. State Street accepts such appointment and agrees to render the accounting and recordkeeping services stated herein.

 

The Trust will initially consist of the Portfolios identified on Exhibit A. In the event that the Trust establishes one or more additional Portfolios with respect to which it wishes to retain the Accounting Agent to act as accounting agent hereunder, the Trust shall notify the Accounting Agent in writing (including by facsimile or electronic mail communication). Upon such notification, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Trust and the Accounting Agent at the time of the addition of the Portfolio.

 

II.       REPRESENTATIONS and WARRANTIES

 

A.       By State Street. State Street represents and warrants that:

 

1.It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;

 

2.It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts;

 

3.All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

 

4.No legal or administrative proceedings have been instituted or threatened which would impair State Street’s ability to perform its duties and obligations under this Agreement;

 

5.Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it; and

 

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

 
 

B.       By the Trust. The Trust represents and warrants that:

 

1.It is duly organized, existing and in good standing under the laws of the jurisdiction in which it was formed;

 

2.It has the power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement;

 

3.All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;

 

4.With respect to each Portfolio, it is an investment company properly registered under the 1940 Act;

 

5.A registration statement under the 1940 Act (and if Shares of the Portfolio are offered publicly, under the Securities Act of 1933, as amended (the “1933 Act”)) has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its Shares have been made;

 

6.No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement;

 

7.Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and

 

8.As of the close of business on the date of this Agreement, the Trust is authorized to issue its Shares.

 

III.DUTIES of STATE STREET

 

A.       As the Financial Administrator. The Financial Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board of Trustees/Directors (the “Board”) and in accordance with procedures which may be established from time to time between the Trust and the Financial Administrator (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement):

 

1.Compile, review and deliver to the Trust, fund performance statistics including Securities and Exchange Commission (the “SEC”) yields, distribution yields and total returns;

 

2.Prepare and submit for approval by officers of the Trust a fund expense budget, review expense calculations and arrange for payment of the Trust’s expenses;

 

3.Prepare for review and approval by officers of the Trust financial information required for the Trust’s annual and semi-annual reports, proxy statements and other communications required or otherwise to be sent to shareholders; review text of “President’s Letter to Shareholders” and “Management’s Discussion of Financial Performance” as included in shareholder reports (which shall also be subject to review by the Trust’s legal counsel);

 

4.Prepare for review by an officer of and legal counsel for the Trust the Trust’s periodic financial reports required to be filed with the SEC on Form N-SAR and financial information required by Form N-1A, Form N-2, Form N-14, Form N-Q and Form 24F-2 and such other reports, forms or filings as may be mutually agreed upon;

 

5.Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust’s investment adviser, custodian, legal counsel or independent accountants;

 

6.Oversee and review calculations of fees paid to State Street and to the Trust’s investment adviser, shareholder servicing agent, distributor, custodian, fund administrator, fund accountant and transfer and dividend disbursing agent (“Transfer Agent”), in addition to the oversight and review of all asset based fee calculations;

 

7.Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions;

 

8.Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate;

 

9.Complete monthly preferred shares “asset coverage” test (as that term is defined in Section 18(h) of the 1940 Act) (the “1940 Act Test”) following the compliance procedures contained in Exhibit D attached hereto, as such Exhibit may be amended from time to time by mutual agreement of the parties (the “Compliance Procedures”);

 

10.Complete monthly preferred shares basic maintenance amount test for Fitch Ratings, Ltd. (“Fitch”) (the “Fitch Preferred Shares Basic Maintenance Test”) following the Compliance Procedures; and

 

11.Complete monthly preferred shares basic maintenance amount test for Moody’s Investors Service, Inc. (“Moody’s”) (the “Moody’s Preferred Shares Basic Maintenance Test”) following the Compliance Procedures. See First Amendment, dated 3/1/11, effective 3/25/11

 

The Financial Administrator shall provide the office facilities and the personnel required by it to perform the services contemplated herein.

 

B.As the Accounting Agent. The Accounting Agent shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board and in accordance with procedures which may be established from time to time between the Trust and the Accounting Agent (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement):

 

1.Books of Account. The Accounting Agent shall maintain the books of account of the Trust and shall perform the following duties in the manner prescribed by the respective Trust’s currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a “Governing Document”) (including the procedures established in the Service Level Agreement):

 

a. Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust’s investment adviser (the “Adviser”) and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the “Committee”) will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trust for errors in valuing a Portfolio’s assets or calculating the net asset value (the “NAV”) per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents;

 

b.Determine the NAV per share of each Portfolio and/or class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus of such Portfolio;

 

c.Prepare the weekly or bi-weekly mark-to-market reports and analysis in compliance with Rule 2a-7 for each of the money market portfolios.

 

d.Monitor the triggers used to determine when the ITG fair value pricing procedures may be invoked, as further detailed on attached Exhibit C (the Fair Value Pricing Authorization), and inform the appropriate Federated personnel that triggers had been met. See First Amendment, dated 3/1/11, effective 3/25/11

 

e.Calculate the net income of each of the Portfolios, if any;

 

f.Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any;

 

g.Calculate the expense accruals for each fund/class of shares;

 

h.Determine the dividend factor for all daily dividend funds;

 

i.Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street

 

j.At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and

 

k.Such other similar services as may be reasonably requested by the Trust.

 

The Trust shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trust’s Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.

 

2.Records. The Accounting Agent shall create and maintain all records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Trust under the 1940 Act, specifically Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Trust and shall at all times during the regular business hours of the Accounting Agent be open for inspection by duly authorized officers, employees or agents of the Trust and employees and agents of the SEC. Subject to Section XVII.B below, the Accounting Agent shall preserve for the period required by law the records required to be maintained thereunder.

 

IV.        DUTIES of the TRUST

 

A.       Delivery of Documents. The Trust will promptly deliver, upon request, to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any:

 

1.The Trust’s organizational documents;

 

2.The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to time;

 

3.Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses;

 

4.The investment advisory agreements between the Trust and the Advisers; and

 

5.Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.

 

The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure.

 

State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust.

 

State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.

 

B.       Proper Instructions. The Trust and its third-party agents shall communicate to State Street by means of Proper Instructions. Proper Instructions shall mean (i) a writing signed or initialed by one or more persons as the Board shall have from time to time authorized or (ii) a communication effected directly between the Trust or its third-party agent and State Street by electro-mechanical or electronic devices, provided that the Trust and State Street have approved such procedures. State Street may rely upon any Proper Instruction believed by it to be genuine and to have been properly issued by or on behalf of the Trust. Oral instructions shall be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions. The Trust and its third-party agents shall cause all oral instructions to be confirmed in accordance with clauses (i) or (ii) above, as appropriate. The Trust and its third-party agents shall give timely Proper Instructions to State Street in regard to matters affecting accounting practices and State Street’s performance pursuant to this Agreement.

 

V.       PERFORMANCE GOALS:

 

A.       The Trust and State Street have developed mutually acceptable performance goals dated March 1, 2011 , and as may be amended from time to time, regarding the manner in which they expect to deliver and receive the services under this Agreement (hereinafter referred to as “Service Level Agreement”). The parties agree that such Service Level Agreement reflects performance goals and any failure to perform in accordance with the provisions thereof shall not be considered a breach of contract that gives rise to contractual or other remedies. It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of the Service Level Agreement, or any dispute relating to performance goals set forth in the Service Level Agreement, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described in Sections V. B. and V.C. below. Notwithstanding the foregoing, the parties hereby acknowledge that any party’s failure (or lack thereof) to meet the provisions of the Service Level Agreement, while not in and of itself a breach of contract giving rise to contractual or other remedies, may factor into the Trust’s reasonably determined belief regarding the standard of care exercised by State Street hereunder.

 

B.       Consultation Procedure. If a party hereto is unable to meet the provisions of the Service Level Agreement, or in the event that a dispute arises relating to performance goals set forth in the Service Level Agreement, either party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.

 

C.       Purpose of Consultation Procedure. The purpose of the consultation procedure is to endeavor to resolve any failure to meet the provisions of the Service Level Agreement. If a consultation occurs under this Section V, all parties must negotiate in good faith to endeavor to:

 

1.implement changes which will enable the Service Level Agreement provisions to be met – such changes may include, but are not limited to, modification of either or both parties’ respective operational resources;

 

2.agree to alternative Service Level Agreement provisions which meet the parties’ respective business requirements; or

 

3.otherwise find a solution such that within a reasonable time after the consultation, the inability to meet the Service Level Agreement provision(s) is reasonably expected to be less likely to occur in the future.

 

VI.       COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS

 

The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.

 

 

VII.       WARRANTIES

 

If, prior to the Accounting Agent’s calculation of the current NAV, the Trust or its third-party agent notifies the Accounting Agent that any of its accounting services are erroneous in any material respect, the Accounting Agent shall endeavor in a timely manner to correct such failure. Third-parties that are selected by and approved by the Trust and from which the Accounting Agent may obtain certain data included in the accounting services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof.

 

VIII.       FORCE MAJEURE

 

The parties will maintain throughout the term of this Agreement, such contingency plans as are reasonably believed to be necessary and appropriate to recover the parties’ operations from the occurrence of a disaster and which are consistent with any statute or regulation to which the parties are subject that imposes business resumption and contingency planning standards. The parties agree to provide to one another a summary of their respective contingency plans as they relate to the systems used to provide the services hereunder and to provide periodic updates of such summary upon a party’s reasonable request. If any party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:

 

(1)where reasonably practicable, the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure;

 

(2)the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure;

 

(3)no obligations of any party that accrued before the Force Majeure are excused as a result of the Force Majeure; and

 

(4)the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible.

 

IX.       INSTRUCTIONS and ADVICE

 

At any time, State Street may apply to any officer of the Trust for instructions and may consult with its own legal counsel with respect to any matter arising in connection with the services to be performed by State Street under the terms of this Agreement. At any time, State Street may consult with outside counsel for the Trust or the independent accountants for the Trust (“Trust Advisers”) at the expense of the Trust, provided that State Street first obtains consent of the Trust which shall not be unreasonably withheld, with respect to any matter arising in connection with the services to be performed by State Street under the terms of this Agreement. In its capacity as the Financial Administrator or as the Accounting Agent under the terms of this Agreement, State Street shall not be liable, and shall be indemnified by the Trust or appropriate Portfolio for any action taken or omitted by it in good faith reliance upon any instructions or advice provided to State Street by a Trust Adviser or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. State Street shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. Nothing in this paragraph shall be construed as imposing upon State Street any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

 

X.       NOTICES

 

All notices shall be in writing and deemed given when delivered in person, by facsimile, by overnight delivery through a commercial courier service, or by registered or certified mail, return receipt requested. Notices shall be addressed to each party at its address set forth below, or such other address as the recipient may have specified by earlier notice to the sender:

 

If to State Street: LaFayette Corporate Center

2 Avenue de LaFayette, 4 South

Boston, MA 02111

ATTN: Michael E. Hagerty

Telephone: (617) 662-3630

Facsimile: (617) 662-3690

 

With a copy to: State Street Bank and Trust Company

2 Avenue de LaFayette, 2nd Floor

P.O. Box 5049

Boston, MA 02206-5049

ATTN: Mary Moran Zeven, Esq.

Telephone: (617) 662-1783

Facsimile: (617) 662-3805

 

If to the Trust: 4000 Ericsson Drive

Warrendale, PA 15086-7561

ATTN: Richard A. Novak, Treasurer

Telephone: (412) 288-7045

Facsimile: (412) 288-6788

 

XI.       CONFIDENTIALITY

 

The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations (“Confidential Information”). All Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of Confidential Information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions.

 

The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication.

 

If either party is required to disclose Confidential Information as a result of a court order, subpoena or similar legal duress, then that party may disclose such Confidential Information, provided that the disclosing party, if not prohibited from doing so, shall undertake reasonable efforts to give the other party prompt prior written notice upon its receipt of any such order or subpoena and provided further that failure to provide such notice shall not give rise to any liability.

 

The undertakings and obligations contained in this Section XI shall survive the termination or expiration of this Agreement for a period of three (3) years.

 

XII.       LIMITATION of LIABILITY and INDEMNIFICATION

 

State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. State Street shall not be liable for any special, INdirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to the Trust’s use of the services described herein or the performance of or failure to perform State Street’s obligations under this Agreement. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable.

 

The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person.

 

State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person.

 

The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

 

XIII.       EXCLUSIVE REMEDY

 

[          ]

 

XIV.       SERVICES NOT EXCLUSIVE

 

The services of State Street to the Trust are not to be deemed exclusive and State Street shall be free to render similar services to others. State Street shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.

 

XV.       TERM; TERMINATION; AMENDMENT

 

A.       Term. This Agreement shall become effective on the date first written above and shall remain in full force and effect for a period of four (4) years from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term. Additionally, if State Street (or any of its affiliates) engages in (i) any act or omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Trust or series thereof, shall have the right to immediately terminate this Agreement. See Amendment dated 3/1/15

 

B. Termination. Either party may terminate this Agreement at any time after the Initial Term upon at least six (6) months’ prior written notice to the other party. Termination of this Agreement with respect to any given Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Portfolio. Upon termination of this Agreement, the Trust shall pay to State Street such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination.

 

C.       Amendment. This Agreement may be modified or amended from time to time by the mutual agreement of the parties hereto. No amendment to this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of each party. The term “Agreement”, as used herein, includes all schedules and attachments hereto and any future written amendments, modifications, or supplements made in accordance herewith.

 

XVI.       FEES, EXPENSES and EXPENSE REIMBURSEMENT

 

State Street shall receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time as set forth in the fee schedule between, and agreed upon by, the parties (the “Fee Schedule”). The parties shall review the existing Fee Schedule and an appropriate adjustment to the fee, if any, shall be negotiated by the parties within ninety (90) days in the event that (i) there is a substantial change in the number or mix of types of funds; (ii) new types of funds are offered; or (iii) there are material modifications or changes to the service delivery requirements. See Amendment dated 3/1/15

 

The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust shall reimburse State Street for its out-of-pocket costs and expenses incurred in connection with this Agreement with respect to reasonable attorney’s fees incurred by State Street to collect any charges due under this Agreement.

 

The Trust agrees to promptly reimburse State Street for any equipment and supplies specially ordered by or for the Trust (with the Trust’s consent) through State Street and for any other expenses not contemplated by this Agreement that State Street may incur on the Trust’s behalf at the Trust’s request and with the Trust’s consent.

 

Each party will bear all expenses that are incurred in its operation and not specifically assumed by the other party. Expenses to be borne by the Trust include, but are not limited to: Organization expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Trust’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by State Street under this Agreement); cost of any services contracted for by the Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director/trustee or employee of the Trust; costs incidental to the preparation, printing and distribution of the Trust’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Trust’s tax returns, Form N-1A or N-2, Form N-14, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing the Trust’s NAV.

 

State Street is authorized to and may employ or associate with such person or persons as it may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by State Street and State Street shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

 

XVII.       ASSIGNMENT; SUCCESSOR AGENT

 

A.       Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, except that either party may assign to a successor all of or a substantial portion of its business, or to a party controlling, controlled by, or under common control with such party.

 

B.       Successor Agent. This Agreement shall be binding on and shall inure to the benefit of each party and to their successors and permitted assigns. If a successor agent for the Trust shall be appointed by the Trust, State Street shall upon termination deliver to such successor agent all properties of the Trust held by it hereunder.

 

In the event that no written order designating a successor agent or Proper Instructions shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all properties held by State Street under this Agreement. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement.

 

XVIII.       ENTIRE AGREEMENT

 

This Agreement (including all schedules and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof and terminates and supersedes all prior agreements, representations, warranties, commitments, statements, negotiations and undertakings with respect to such services to be performed hereunder whether oral or in writing.

 

XIX.       WAIVER

 

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

 

XX.       HEADINGS NOT CONTROLLING

 

Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

 

XXI.       SURVIVAL

 

After expiration or termination of this Agreement, all provisions relating to payment (Section XVI and the Fee Schedule) shall survive until completion of required payments. In addition, all provisions regarding termination (Section XV), indemnification, warranty, liability and limits thereon (Section XII and Section XIII) shall survive, unless and until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question.

 

XXII.       SEVERABILITY

 

In the event any provision of this Agreement is held illegal, invalid, void or unenforceable, the balance shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

 

 

 

XXIII.       GOVERNING LAW; JURISDICTION

 

This Agreement shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of The Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules. The parties agree that any dispute arising herefrom shall be subject to the exclusive jurisdiction of courts sitting in The Commonwealth of Massachusetts.

 

XXIV.       REPRODUCTION OF DOCUMENTS

 

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

 

XXV.       Regulation GG

 

The Trust hereby represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) (“Regulation GG”). The Trust hereby covenants and agrees that it shall not engage in an Internet gambling business. In accordance with Regulation GG, the Trust is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with State Street pursuant to this Agreement or otherwise between or among any party hereto.

 

xxvi.       Data Privacy

 

State Street will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Portfolios’ shareholders, employees, directors and/or officers that State Street receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account.  Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

 

 

 

XXVII.       REMOTE ACCESS SERVICES ADDENDUM

 

State Street and the Trust agree to be bound by the terms of the Remote Access Services Addendum attached hereto as Exhibit E.

 

XXVIII.       MISCELLANEOUS

 

The execution and delivery of this Agreement have been authorized by the Board of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or shareholders of the Trust, but bind only the property of the Trust, or Portfolio, as provided in the organizational documents.

 

Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.

 

 

 

[Remainder of Page Intentionally Blank]

 

 
 

Signature Page

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By: /s/ Michael F. Rogers

Name: Michael F. Rogers

Title: Executive Vice President

 

 

 

INVESTMENT COMPANIES

(Listed on Exhibit A hereto)

 

 

 

By: /s/ Richard A. Novak

Name: Richard A. Novak

Title: Treasurer

 
 

 

3/1/15 – See Amendment for new Exhibit A

EXHIBIT A

TO THE FINANCIAL ADMINISTRATION ACCOUNTING AND

SERVICES AGREEMENT (UPDATED AS OF 1/26/15)

Edward Jones Money Market Fund

Federated Adjustable Rate Securities Fund

Federated Equity Income Fund, Inc.

Federated Global Allocation Fund

Federated Government Income Securities, Inc.

Federated High Income Bond Fund, Inc.

Federated High Yield Trust

Federated Government Income Trust

Federated Total Return Government Bond Fund

Federated U.S. Government Securities Fund: 1-3 Years

Federated U.S. Government Securities Fund: 2-5 Years

 

Cash Trust Series, Inc.:

Federated Government Cash Series

Federated Municipal Cash Series

Federated Prime Cash Series

Federated Treasury Cash Series

 

Federated Core Trust:

Federated Bank Loan Core Fund

Federated Mortgage Core Portfolio

High Yield Bond Portfolio

 

Federated Core Trust II, L.P.

Emerging Markets Fixed Income Core Fund

 

Federated Core Trust III:

Federated Project and Trade Finance Core Fund

 

Federated Equity Funds:

Federated Clover Small Value Fund

Federated Clover Value Fund

Federated Kaufmann Fund

Federated Kaufmann Large Cap Fund

Federated Kaufmann Small Cap Fund

Federated MDT Mid Cap Growth Strategies Fund

Federated Managed Risk Fund

Federated Managed Volatility Fund

Federated Prudent Bear Fund

Federated Strategic Value Dividend Fund

 

Federated Fixed Income Securities, Inc.:

Federated Strategic Income Fund

 

Federated Income Securities Trust:

Federated Capital Income Fund

Federated Floating Rate Strategic Income Fund

Federated Fund for U.S. Government Securities

Federated Intermediate Corporate Bond Fund

Federated Real Return Bond Fund

Federated Short-Term Income Fund

 

Federated Index Trust:

Federated Max-Cap Index Fund

Federated Mid-Cap Index Fund

 

Federated Institutional Trust:

Federated Government Ultrashort Duration Fund

Federated Institutional High Yield Bond Fund

Federated Short-Intermediate Total Return Bond Fund

 

Federated Insurance Series:

Federated Fund for U.S. Government Securities II

Federated High Income Bond Fund II

Federated Kaufmann Fund II

Federated Managed Tail Risk Fund II

Federated Managed Volatility Fund II

Federated Prime Money Fund II

Federated Quality Bond Fund II

 

Federated Investment Series Funds, Inc.:

Federated Bond Fund

 

Federated Managed Pool Series:

Federated Corporate Bond Strategy Portfolio

Federated High-Yield Strategy Portfolio

Federated Managed Volatility Strategy Portfolio

Federated Mortgage Strategy Portfolio

 

Federated MDT Series:

Federated MDT All Cap Core Fund

Federated MDT Balanced Fund

Federated MDT Large Cap Growth Fund

Federated MDT Small Cap Growth Fund

Federated MDT Small Cap Core Fund

 

 

Federated Total Return Series, Inc.:

Federated Mortgage Fund

Federated Total Return Bond Fund

Federated Ultrashort Bond Fund

 

Money Market Obligations Trust:

Federated Automated Cash Management Trust

Federated California Municipal Cash Trust

Federated Connecticut Municipal Cash Trust

Federated Florida Municipal Cash Trust

Federated Georgia Municipal Cash Trust

Federated Government Obligations Fund

Federated Liberty U.S. Government Money Market Trust

Federated Massachusetts Municipal Cash Trust

Federated Master Trust

Federated Michigan Municipal Cash Trust

Federated Minnesota Municipal Cash Trust

Federated Money Market Management

Federated Municipal Obligations Fund

Federated New Jersey Municipal Cash Trust

Federated New York Municipal Cash Trust

Federated North Carolina Municipal Cash Trust

Federated Ohio Municipal Cash Trust

Federated Pennsylvania Municipal Cash Trust

Federated Prime Cash Obligations Fund

Federated Prime Obligations Fund

Federated Prime Value Obligations Fund

Federated Tax-Free Obligations Fund

Federated Tax-Free Trust

Federated Treasury Obligations Fund

Federated Trust for U.S. Treasury Obligations

Federated Virginia Municipal Cash Trust

Tax-Free Money Market Fund

 

 

 
 

 

EXHIBIT B

 

PRICE SOURCE AUTHORIZATION

 

[          ]

 

 
 

 

 

Exhibit C deleted – See First Amendment, dated 3/1/11, effective 3/25/11

 

EXHIBIT C

 

FAIR VALUE PRICING AUTHORIZATION

 

 

[          ]

 

 

 

 
 

Exhibit D deleted – See First Amendment, dated 3/1/11, effective 3/25/11

 

 

 

EXHIBIT D

 

COMPLIANCE PROCEDURES EXHIBIT

 

 

[          ]

 

 

 
 

 

 

EXHIBIT E

 

REMOTE ACCESS SERVICES ADDENDUM

 
 

 

REMOTE ACCESS SERVICES ADDENDUM

TO

FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

 

ADDENDUM to that certain Financial Administration and Accounting Services Agreement dated as of March 1, 2011 (the “Services Agreement”) between each of the investment companies listed on Exhibit A to the Services Agreement (the “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”). This Addendum is several and not joint by Customer.

 

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership that it makes available to its customers (the “Remote Access Services”).

 

The Services

 

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”) with access to State Street proprietary systems as may be offered from time to time (the “System”) on a remote basis.

 

Security Procedures

 

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.

 

Fees

 

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

 

Proprietary Information/Injunctive Relief

 

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

 

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.

 

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy, or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

 

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

 

Limited Warranties

 

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.

 

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

Infringement

 

State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of the State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary systems or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary systems, (ii) replace or modify the State Street proprietary systems so that the State Street proprietary systems becomes noninfringing with no material loss of functionality or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.

 

Termination

 

Either party to the Services Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

 

Miscellaneous

 

This Addendum constitutes the entire understanding of the parties to the Services Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

 

By its execution of the Services Agreement, the Customer accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum. The Customer indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.

 

 

 
 

FIRST AMENDMENT TO

FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

THIS FIRST AMENDMENT TO FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Exhibit A to the Agreement, as defined below (each, a “Trust”), and State Street Bank and Trust Company (“State Street”).

W I T N E S S E T H:

 

WHEREAS, the Trusts and State Street are parties to that certain Financial Administration and Accounting Services Agreement (the “Agreement”) dated March 1, 2011;

 

WHEREAS, each Trust is registered as a management investment company under the Investment Company Act of 1940, as amended; and

 

WHEREAS, the Trusts and State Street desire to amend the Agreement subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.Exhibit A to the Agreement is hereby amended and updated to delete the following Funds, effective March 25, 2011:

 

·Federated Municipal Ultrashort Fund, a portfolio of Federated Fixed Income Securities, Inc.
·Federated Premier Municipal Income Fund
·Federated Premier Intermediate Municipal Income Fund
·Federated Short-Intermediate Duration Municipal Trust,
·Federated Muni and Stock Advantage Fund, a portfolio of Federated Income Securities Trust
·Federated International Bond Fund, a portfolio of Federated International Series, Inc.
·Federated International Bond Strategy Portfolio, a portfolio of Federated Managed Pool Series
·Federated Emerging Market Debt Fund, a portfolio of Federated World Investment Series, Inc.
·Federated Prudent DollarBear Fund, a portfolio of Federated Income Securities Trust
·Federated InterContinental Fund, a portfolio of Federated Equity Funds
·Federated International Leaders Fund, a portfolio of Federated World Investment Series, Inc.
·Federated International Small-Mid Company Fund, a portfolio of Federated World Investment Series, Inc.
·Federated International Strategic Value Dividend Fund, a portfolio of Federated Equity Funds
2.The Agreement is hereby further amended and updated to delete Sections III. A. 9, 10 and 11 and Section III. B. 1. d., effective March 25, 2011.
3.The Agreement shall remain in full force and effect as amended by this Amendment.

 

 

 

[Remainder of Page Intentionally Left Blank]

 
 

IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.

 

 

On behalf of each of the Funds indicated on Exhibit A of the Financial Administration and Accounting Services Agreement, as amended from time to time

 

By: /s/ Richard A. Novak

Title: Treasurer

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

By: /s/ Michael F. Rogers

Title: Executive Vice President

 

 
 

 

 

Amendment to Financial Administration

and Accounting Services Agreement

 

This Amendment to Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of March 1, 2015, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).

 

 

RECITALS

 

WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011 (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the “Agreement”); and

 

WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions hereinafter set forth.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

 

1.Amendments. The Agreement is hereby amended as follows:

 

(a)               The first sentence of Section XV.A of the Agreement is deleted in its entirety and replaced as follows:

 

“A. Term. This Agreement shall become effective as of March 1, 2015 and shall remain in full force and effect for a period of four (4) years from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term.”

 

(b)               The first paragraph of Section XVI. of the Agreement is deleted in its entirely and replaced as follows:

 

“State Street shall receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time as set forth in the fee schedule between, and agreed upon by, the parties (the “Fee Schedule”). The parties shall review the existing Fee Schedule and an appropriate adjustment to the fee, if any, shall be negotiated by the parties within ninety (90) days in the event that (i) there is a substantial change in the number or mix of types of funds, other than a change resulting from the merging or closing of funds in the normal course of business; (ii) new types of funds are offered; or (iii) there are material modifications or changes to the service delivery requirements.”

 

(c)               Section X of the Agreement is hereby amended to amend the notice address to State Street, as follows:

 

“STATE STREET BANK AND TRUST COMPANY

1 Iron Street

Boston, MA 02210

Attention: Michael E. Hagerty, Senior Vice President, Mailstop CCB0700

Telephone: 617-662-3630

Facsimile: 617-662-3690

 

with a copy to:

 

STATE STREET BANK AND TRUST COMPANY

Legal Division – Global Services Americas

P.O. Box 5049

Boston, MA 02206-5039

Attention: Senior Vice President and Senior Managing Counsel

 

(d)               Exhibit A to the Agreement is deleted in its entirety and replaced with the attached Exhibit A.

 

2.                  No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

 

3.                  Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.

 

4.                  This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

 

[Signature Page Follows]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By: /s/ Michael F. Rogers

Name: Michael F. Rogers

Title: Executive Vice President

 

 

 

EACH OF THE INVESTMENT COMPANIES

LISTED ON EXHIBIT A ATTACHED HERETO

 

 

 

By: /s/ Lori A. Hensler

Name: Lori A. Hensler

Title: Treasurer

 
 

 

See new 3/1/17 Amendment for Exhibit A

EXHIBIT A

 

TO THE FINANCIAL ADMINISTRATION ACCOUNTING AND

SERVICES AGREEMENT

(Updated as of March 1, 2017)

 

Federated Adjustable Rate Securities Fund

Federated Equity Income Fund, Inc.

Federated Global Allocation Fund

Federated Government Income Securities, Inc.

Federated Government Income Trust

Federated High Income Bond Fund, Inc.

Federated Total Return Government Bond Fund

Federated U.S. Government Securities Fund: 1-3 Years

Federated U.S. Government Securities Fund: 2-5 Years

 

Federated Core Trust:

Emerging Markets Core Fund

Federated Bank Loan Core Fund

Federated Mortgage Core Portfolio

High Yield Bond Portfolio

 

Federated Core Trust III:

Federated Project and Trade Finance Core Fund

 

Federated Equity Funds:

Federated Clover Small Value Fund

Federated Clover Value Fund

Federated Kaufmann Fund

Federated Kaufmann Large Cap Fund

Federated Kaufmann Small Cap Fund

Federated MDT Mid-Cap Growth Fund

Federated Managed Volatility Fund

Federated Prudent Bear Fund

Federated Strategic Value Dividend Fund

 

Federated Fixed Income Securities, Inc.:

Federated Strategic Income Fund

 

Federated High Yield Trust:

Federated Equity Advantage Fund

Federated High Yield Trust

 

 

Federated Income Securities Trust:

Federated Capital Income Fund

Federated Floating Rate Strategic Income Fund

Federated Fund for U.S. Government Securities

Federated Intermediate Corporate Bond Fund

Federated Real Return Bond Fund

Federated Short-Term Income Fund

 

Federated Index Trust:

Federated Max-Cap Index Fund

Federated Mid-Cap Index Fund

 

Federated Institutional Trust:

Federated Government Ultrashort Duration Fund

Federated Institutional High Yield Bond Fund

Federated Short-Intermediate Total Return Bond Fund

 

Federated Insurance Series:

Federated Managed Tail Risk Fund II

Federated Fund for U.S. Government Securities II

Federated High Income Bond Fund II

Federated Kaufmann Fund II

Federated Managed Volatility Fund II

Federated Government Money Fund II

Federated Quality Bond Fund II

 

Federated Investment Series Funds, Inc.:

Federated Bond Fund

 

Federated Managed Pool Series:

Federated Corporate Bond Strategy Portfolio

Federated High-Yield Strategy Portfolio

Federated Managed Volatility Strategy Portfolio

Federated Mortgage Strategy Portfolio

 

Federated MDT Series:

Federated MDT All Cap Core Fund

Federated MDT Balanced Fund

Federated MDT Large Cap Growth Fund

Federated MDT Small Cap Growth Fund

Federated MDT Small Cap Core Fund

 

Federated Total Return Series, Inc.:

Federated Mortgage Fund

Federated Total Return Bond Fund

Federated Ultrashort Bond Fund

 

 
 

 

Money Market Obligations Trust:

Federated California Municipal Cash Trust

Federated Connecticut Municipal Cash Trust

Federated Florida Municipal Cash Trust

Federated Georgia Municipal Cash Trust

Federated Government Obligations Fund

Federated Institutional Money Market Management

Federated Institutional Prime 60-Day Max Money Market Fund

Federated Institutional Prime Obligations Fund

Federated Institutional Prime Value Obligations Fund

Federated Institutional Tax-Free Cash Trust

Federated Massachusetts Municipal Cash Trust

Federated Institutional Prime 60 Day Fund

Federated Michigan Municipal Cash Trust

Federated Minnesota Municipal Cash Trust

Federated Municipal Obligations Fund

Federated New Jersey Municipal Cash Trust

Federated New York Municipal Cash Trust

Federated North Carolina Municipal Cash Trust

Federated Ohio Municipal Cash Trust

Federated Pennsylvania Municipal Cash Trust

Federated Prime Cash Obligations Fund

Federated Tax-Free Obligations Fund

Federated Treasury Obligations Fund

Federated Trust for U.S. Treasury Obligations

Federated Virginia Municipal Cash Trust

 

 

 
 

 

 

Amendment to Financial Administration

and Accounting Services Agreement

This Amendment to Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of October 14, 2015, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street” or “Administrator”).

RECITALS

WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011 (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the (“Agreement”); and

WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1. Amendments. The Agreement is hereby amended as follows:

(a) Section III.A of the Agreement is hereby amended by adding the following at the end of paragraph 11:

“12. Schedules A and A(i) attached hereto as Exhibit 1 are added to the Agreement as Schedules A and A(i).

 

(b) Exhibit A to Schedules A and A(i) is added to the Agreement.

 

2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.

4.This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.

State Street Bank and Trust Company

 

By: _// Gunjan Kedia //_________________________________

Name: Gunjan Kedia

Title: Executive Vice President

 

 

Each of the Investment Companies

Listed on Exhibit A attached hereto

 

By: __//Lori Hensler//________________________________

Name: Lori Hensler

Title: Fund Treasurer

 

 
 

 

EXHIBIT A

 

TO SCHEDULES A AND A(I) OF THE FINANCIAL ADMINISTRATION ACCOUNTING AND

SERVICES AGREEMENT

 

(Updated as of March 1, 2017)

 

 

Federated Insurance Series:

Federated Government Money Fund II

 

Money Market Obligations Trust:

Federated California Municipal Cash Trust

Federated Connecticut Municipal Cash Trust

Federated Florida Municipal Cash Trust

Federated Georgia Municipal Cash Trust

Federated Government Obligations Fund

Federated Massachusetts Municipal Cash Trust

Federated Institutional Prime 60 Day Fund

Federated Michigan Municipal Cash Trust

Federated Minnesota Municipal Cash Trust

Federated Institutional Money Market Management

Federated Municipal Obligations Fund

Federated New Jersey Municipal Cash Trust

Federated New York Municipal Cash Trust

Federated North Carolina Municipal Cash Trust

Federated Ohio Municipal Cash Trust

Federated Pennsylvania Municipal Cash Trust

Federated Prime Cash Obligations Fund

Federated Institutional Prime Obligations Fund

Federated Institutional Prime Value Obligations Fund

Federated Tax-Free Obligations Fund

Federated Institutional Tax-Free Cash Trust

Federated Treasury Obligations Fund

Federated Trust for U.S. Treasury Obligations

Federated Virginia Municipal Cash Trust

 

 
 

 

Exhibit 1

 

Schedule A

 

Fund Administration Money Market Fund Services

 

Subject to the authorization and direction of the Trust, the Administrator will provide the money market fund services set forth on Schedule A(i) (the “Money Market Services”) to the Trusts listed on Exhibit A hereto assist the Trusts in complying with certain of the compliance testing and reporting requirements applicable to the Trusts that are “money market funds” within the meaning of Rule 2a-7 under the 1940 Act.

 

1.Evidence of Authority.

 

The Administrator is authorized and instructed to rely upon the information it receives from the Trust or any third party authorized by the Trust. The Administrator shall have no responsibility for the actions or omissions of the Trust or any third party authorized by the Trust to act on its behalf, or the completeness or accuracy of any information provided by the Trust or a third party authorized by the Trust to act on its behalf. In performing the Money Market Services, the Administrator shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the Trust. Instructions may be in writing signed by the authorized person or persons or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Administrator and the person(s) or entity giving such instruction. The Administrator may act on oral instructions if the Administrator reasonably believes them to have been given by a person authorized to provide such instructions with respect to the action involved; the Trust shall cause all oral instructions to be confirmed in writing or by such other procedure approved by the Administrator and the Trust.

 

2.Responsibilities of the Parties; Indemnification; Warranties and Disclaimers.

 

a.       The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator.

 

b.       The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party.

 

 

c.       To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby.

 

d.       To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing.

 

e.       To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website.

 

f.       The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services.

 

g.       The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.

 

 
 

 

SCHEDULE A(i)

 

Money Market Fund Compliance Testing and Reporting Services

 

Subject to the authorization and direction of the Trust and, in each case where appropriate, the review and comment by the Trust’s independent accountants and legal counsel, and in accordance with procedures that may be established from time to time between the Trust and the Administrator, the Administrator will:

 

a.Prepare for posting on the Trust’s website daily each money market fund’s market-based NAVs; and

 

b.Prepare for posting on the Trust’s website daily each money market fund’s inflows/outflows.

 

 

 
 

 

Amendment to Financial Administration

and Accounting Services Agreement

This Amendment to the Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of March 1, 2017, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).

RECITALS

WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011, as amended (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the (“Agreement”); and

WHEREAS, the parties desire to amend the Agreement to extend the term of the Agreement by two (2) years on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1. Amendments. The Agreement is hereby amended as follows:

(a) The first sentence of Section XV.A of the Agreement is deleted in its entirety and replaced as follows:

“A. Term. This Agreement shall remain in full force and effect for an initial term ending February 28, 2021(the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term.”

(b) Exhibit A to the Agreement is deleted in its entirety and replaced with the attached Exhibit A.

 

2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.

4.This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.

State Street Bank and Trust Company

 

By: /s/ Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

 

Each of the Investment Companies

Listed on Exhibit A attached hereto

 

By: /s/ Lori A. Hensler

Name: Lori A. Hensler

Title: Fund Treasurer

 

 
 

 

AMENDMENT TO THE

FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

BETWEEN

THE INVESTMENT COMPANIES LISTED ON EXHIBIT A

AND

STATE STREET BANK AND TRUST COMPANY

 

 

AMENDMENT to the Financial Administration and Accounting Services Agreement (the “Agreement”) made as of March 1, 2011, by and among State Street Bank and Trust Company (“State Street”) and each of the investment companies identified on Exhibit A (each a “Trust”).

 

WHEREAS, State Street and each Trust wish to amend the Agreement to restate Exhibit A to reflect the rebranding of each Trust;

 

NOW, THEREFORE, the Agreement is hereby amended as follows:

 

1.Effective close of business June 26, 2020, to restate Exhibit A as attached hereto.

 

2.All other provisions, terms and conditions contained in the Agreement, as amended, shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 6th day of July, 2020.

 

 

EACH OF THE INVESTMENT COMPANIES LISTED ON EXHIBIT A ATTACHED HERETO STATE STREET BANK AND TRUST COMPANY
By: Lori A. Hensler By: /s/ Andrew Erickson
Name:  Lori A. Hensler Name: Andrew Erickson
Title:  Treasurer Title: Executive Vice President

 

 

 
 

 

EXHIBIT A

to

FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT Dated March 1, 2011

 

(Updated as of February 1, 2021)

 

Management Investment Companies Registered with the SEC and Portfolios thereof, If Any

 

Federated Hermes Equity Income Fund, Inc.

Federated Hermes Global Allocation Fund

Federated Hermes Government Income Securities, Inc.

 

Federated Hermes Adjustable Rate Securities Trust:

Federated Hermes Adjustable Rate Fund

 

 

Federated Hermes Adviser Series

Federated Hermes Conservative Microshort Fund

Federated Hermes Conservative Municipal Microshort Fund

*Federated Hermes MDT Market Neutral Fund

 

 

Federated Hermes Government Income Trust:

Federated Hermes Government Income Fund

 

Federated Hermes High Income Bond Fund, Inc.

Federated Hermes Total Return Government Bond Fund

 

Federated Hermes Short-Term Government Trust:

Federated Hermes Short-Term Government Fund

 

Federated Hermes Short-Intermediate Government Trust:

Federated Hermes Short-Intermediate Government Fund

 

Federated Hermes Core Trust:

Bank Loan Core Fund

** Mortgage Core Portfolio

**High Yield Bond Core Fund

Emerging Markets Core Fund

 

Federated Hermes Core Trust III:

Project and Trade Finance Core Fund

 

Federated Hermes Equity Funds:

Federated Hermes Clover Small Value Fund

Federated Hermes Kaufmann Fund

Federated Hermes Kaufmann Large Cap Fund

Federated Hermes Kaufmann Small Cap Fund

Federated Hermes MDT Mid Cap Growth Fund

Federated Hermes Prudent Bear Fund

 

Federated Hermes Fixed Income Securities, Inc.:

Federated Hermes Strategic Income Fund

 

Federated Hermes High Yield Trust

Federated Hermes Opportunistic High Yield Bond Fund

 

Federated Hermes Income Securities Trust:

Federated Hermes Capital Income Fund

Federated Hermes Floating Rate Strategic Income Fund

Federated Hermes Fund for U.S. Government Securities

Federated Hermes Intermediate Corporate Bond Fund

Federated Hermes Real Return Bond Fund

Federated Hermes Short-Term Income Fund

 

Federated Hermes Institutional Trust:

Federated Hermes Government Ultra Short Fund

Federated Hermes Institutional High Yield Bond Fund

Federated Hermes Short-Intermediate Total Return Bond Fund

 

Federated Hermes Insurance Series:

Federated Hermes Fund for U.S. Government Securities II

Federated Hermes High Income Bond Fund II

Federated Hermes Kaufmann Fund II

Federated Hermes Managed Volatility Fund II

Federated Hermes Government Money Fund II

Federated Hermes Quality Bond Fund II

 

Federated Hermes Investment Series Funds, Inc.:

Federated Hermes Corporate Bond Fund

 

Federated Hermes Managed Pool Series:

Federated Hermes Corporate Bond Strategy Portfolio

Federated Hermes High-Yield Strategy Portfolio

Federated Hermes Mortgage Strategy Portfolio

 

Federated Hermes MDT Series:

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Small Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

 

Federated Hermes Project and Trade Finance Tender Fund

 

Federated Hermes Total Return Series, Inc.:

Federated Hermes Select Total Return Bond Fund

Federated Hermes Total Return Bond Fund

Federated Hermes Ultrashort Bond Fund

 

Federated Hermes Money Market Obligations Trust:

Federated Hermes California Municipal Cash Trust

***Federated Hermes Georgia Municipal Cash Trust

Federated Hermes Government Obligations Fund

***Federated Hermes Massachusetts Municipal Cash Trust

Federated Hermes Institutional Money Market Management

Federated Hermes Municipal Obligations Fund

Federated Hermes New York Municipal Cash Trust

***Federated Hermes Pennsylvania Municipal Cash Trust

Federated Hermes Prime Cash Obligations Fund

Federated Hermes Institutional Prime Obligations Fund

Federated Hermes Institutional Prime Value Obligations Fund

Federated Hermes Tax-Free Obligations Fund

Federated Hermes Institutional Tax-Free Cash Trust

Federated Hermes Treasury Obligations Fund

Federated Hermes Trust for U.S. Treasury Obligations

***Federated Hermes Virginia Municipal Cash Trust

 

 

 

*Federated Hermes MDT Market Neutral Fund will become effective in March 2021.

 

**Mortgage Core Portfolio – name changes on 2/28/21

**High Yield Bond Core Fundname changes on 2/28/21

 

***Federated Hermes Georgia Municipal Cash Trust-Liquidates on or about 2/19/21

***Federated Hermes Massachusetts Municipal Cash Trust- Liquidates on or about 2/19/21

***Federated Hermes Pennsylvania Municipal Cash Trust- Liquidates on or about 2/19/21

***Federated Hermes Virginia Municipal Cash Trust- Liquidates on or about 2/19/21

 

 

 

 

 

 

 

 

 
 

 

AMENDMENT TO FINANCIAL ADMINISTRATION

AND ACCOUNTING SERVICES AGREEMENT

 

This Amendment to the Financial Administration and Accounting Services Agreement is made this 5th day of March, 2018 (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street”) and by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and shall be effective as of March 1, 2018 and as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).

 

WHEREAS, State Street and the Trusts entered into the Financial Administration and Accounting Services Agreement dated as of March 1, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and

 

WHEREAS, the parties hereto wish to amend the Agreement as set forth below.

 

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

 

1.       The Agreement is hereby amended as follows:

 

A.       Article III of the Agreement is hereby amended and restated in its entirety as follows:

 

“State Street shall provide the services as listed on Schedule B, subject to the authorization and direction of the Trusts and, in each case where appropriate, the review and comment by the Trusts’ independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Trusts and State Street.

 

State Street shall perform such other services for the Trusts that are mutually agreed to by the parties from time to time, for which the Trusts will pay such fees as may be mutually agreed upon, including State Street’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.

 

State Street shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.”

 

B.       A new paragraph is hereby added to Section VI of the Agreement immediately following the first sentence as follows:

 

“In compliance with the requirements of Rule 31a-3 under the 1940 Act, State Street agrees that all records which it maintains for the Trusts shall at all times remain the property of the Trusts, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section XV and subject to Section XVII.B. State Street further agrees that all records that it maintains for the Trusts pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of State Street. In the event that State Street is requested or authorized by the Trusts, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of a Trust by state or federal regulatory agencies, to produce the records of such Trust or State Street’s personnel as witnesses or deponents, each relevant Trust agrees to pay State Street for State Street’s time and expenses, as well as the fees and expenses of State Street’s counsel incurred in such production.”

 

C.       A new paragraph is hereby added to Section IX of the Agreement immediately following the first paragraph as follows:

 

“Pursuant to other agreements now or any time in effect between any of the Trusts (or any of their investment managers or investment advisors, on its behalf) and State Street Bank and Trust Company or its affiliates (the “Other State Street Agreements”) in any capacity other than as State Street hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to the Trusts and/or the Portfolios that is necessary to provide the Services, including Form N-PORT and Form N-CEN Support Services. Each of the Trusts hereby acknowledges and agrees that (i) this Section IX of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of each Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as my.statestreet.com) to State Street, Trust information such as net asset values and information relating to the net assets of the Trusts, holdings and liquidity reports, registration titles, market value and other information and data related to the Trusts.

 

D.       Paragraph 2 of Section XI is amended and restated as follows:

 

“The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by the party receiving the information (“Receiving Party”) without the use of any information provided by the party providing information under this agreement, or any affiliate (the “Disclosing Party”), (iii) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (iv) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct State Street or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (v) where the party seeking to disclose is expressly permitted under applicable law or regulation to disclose for a legitimate business purpose subject to confidentiality obligation, or has received the prior written consent of the Disclosing Party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent ("Aggregated Data") and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication.

 

A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as the Receiving Party protects its own Confidential Information. All Confidential Information, provided by a Disclosing Party shall remain the property of such Disclosing Party. All Confidential Information, together with any copies thereof, in whatever form, shall, upon the Disclosing Party’s written request, be returned to the Disclosing Party or destroyed, at the Receiving Party’s election; provided, that the Receiving Party shall be permitted to retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices for backup and storage.

 

E.       The fourth paragraph of Section XI is hereby amended and restated as follows:

 

“To the extent the Receiving Party continues to possess confidential information or records of the Disclosing party after the termination of this Agreement, the obligations contained in this Section XI of this Agreement shall continue until the five (5) year anniversary of the termination date of this Agreement.”

 

F.       The fourth paragraph of Section XVI is hereby amended and restated as follows:

 

Each Trust will bear all expenses that are incurred in its operation and not specifically assumed by State Street. For the avoidance of doubt, Trust expenses not assumed by State Street include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by State Street under this Agreement); cost of any services contracted for by each Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for each Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of each Trust; costs of Preparation, printing, distribution and mailing, as applicable, of each Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of each Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Trusts’ or any Fund’s net asset value.

 

G. Section XXVI of the Agreement is hereby deemed amended and restated as follows:

 

“XXVI. DATA PRIVACY.

 

(a)       State Street will implement and maintain a written information security program that contains appropriate security measures generally consistent with industry standard practices aligned with a security framework appropriate for a large financial services company to safeguard the personal information of the Trusts’ shareholders, employees, directors and officers that State Street receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, ''personal information", as used in this Section, means (a) an individual's name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security or other tax identification number, (ii) driver's license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person's account, (b) any combination of any of the foregoing that would allow a person to log onto or access an individual's account, or (c) any other non-public personal information within the meaning of applicable law or regulation. "Personal Information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public (except to the extent applicable law in a particular jurisdiction does not exclude such publicly available information from protection as personal information).”

 

H. A new Section XXIX of the Agreement is hereby added as follows:

 

“SECTION XXIX. USE OF DATA.

 

(a)       In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street (which term for purposes of this Section XXIX includes each of its parent company, branches and affiliates (''Affiliates")) may collect and store information regarding a Trust and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Trusts and State Street or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.

 

(c) Except as expressly contemplated by this Agreement, nothing in this Section XXIX shall limit the confidentiality and data-protection obligations of State Street and its Affiliates under this Agreement and applicable law. State Street shall cause any Affiliate, agent or service provider to which it has disclosed data and information in the performance of its services under this Agreement pursuant to this Section XXIX to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”

 

I.       A new Section XXX is hereby added to the Agreement as follows:

 

“XXX. BUSINESS CONTINUITY/DISASTER RECOVERY.

 

In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”

 

J.        New Schedules B and B2 are hereby added to the Agreement as set forth in Exhibit 1.

 

K.       A new Schedule B1 is hereby added to the Agreement as set forth in Exhibit 1.

 

L.       A new Schedule B6 (including Annex I thereto) is hereby added to the Agreement as set forth in Exhibit 1.

 

2.The provisions of this Amendment (and the terms of the Agreement as modified hereby) shall be or become effective as follows:

 

A.                Sections 1.A., 1.B., 1.C., 1.D., 1.E., 1.F., 1.G., 1.H., 1.I., 1.J. and 1.K. of this Amendment and the preparation and onboarding activities related to the Services (as defined in the Agreement), including those set forth in Section II of Schedule B6, shall be effective as of the date of this Amendment as set forth above.

 

B.                 Section 1.L. of this Amendment and the data aggregation, preparation of data sets and recordkeeping activities of the Services (as defined in Schedule B6) shall become effective as of the first day of the first month in which any Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to aggregate data and maintain records consistent with Form N-PORT (currently anticipated to be June 2018).

 

C.                 The filing obligations of the Services shall become effective as of the first day of the first month in which any Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to file Form N-PORT (currently anticipated to be April 2019).

 

3.Notwithstanding the first sentence of Section XV.A of the Agreement, each Trust agrees to be bound to receive from State Street the Form N-PORT and Form N-CEN Support Services and the other services as described in Schedule B6 attached hereto for at least eighteen (18) months following the date of this Amendment. The parties further agree that the foregoing commitment will be deemed the “term” for the Form N-PORT and Form N-CEN Support Services and that following the expiration of such term, the any renewal or termination provisions of Section XV will apply to the Form N-PORT and Form N-CEN Support Services in the same way as such provisions apply to all other services under the Agreement.

 

4.Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. This Amendment, including Exhibit 1, is incorporated in its entirety into the Agreement, and this Amendment and said Agreement shall be read and interpreted together as the Agreement.

 

5.This Amendment shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws provisions.

 

6.This Amendment may be executed in separate counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

 

[Remainder of page intentionally left blank]

 
 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.

 

Each of the Investment Companies

Listed On Exhibit A TO THE AGREEMENT

 

By: /s/ Lori A. Hensler

Name: Lori A. Hensler

Title: Treasurer

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

By: /s/ Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

 

 
 

Schedule A

List of TRusts AND FUNDS

 

 

Federated Hermes Adjustable Rate Securities Trust:

Federated Hermes Equity Income Fund, Inc.

Federated Hermes Global Allocation Fund

Federated Hermes Government Income Securities, Inc.

Federated Hermes Government Income Trust

Federated Hermes High Income Bond Fund, Inc.

Federated Hermes Total Return Government Bond Fund

Federated Hermes Short-Term Government Trust

Federated Hermes Short-Intermediate Government Trust

 

 

Federated Hermes Core Trust:

Bank Loan Core Fund

Mortgage Core Fund

High Yield Bond Core Fund

Emerging Markets Core Fund

 

Federated Hermes Core Trust III:

Federated Hermes Project and Trade Finance Core Fund

 

Federated Hermes Equity Funds:

Federated Hermes Clover Small Value Fund

Federated Hermes Kaufmann Fund

Federated Hermes Kaufmann Large Cap Fund

Federated Hermes Kaufmann Small Cap Fund

Federated Hermes MDT Mid Cap Growth Fund

Federated Hermes Prudent Bear Fund

 

Federated Hermes Fixed Income Securities, Inc.:

Federated Hermes Strategic Income Fund

 

Federated Hermes High Yield Trust

Federated Hermes Equity Advantage Fund

Federated Hermes High Yield Trust

 

Federated Hermes Income Securities Trust:

Federated Hermes Capital Income Fund

Federated Hermes Floating Rate Strategic Income Fund

Federated Hermes Fund for U.S. Government Securities

Federated Hermes Intermediate Corporate Bond Fund

Federated Hermes Real Return Bond Fund

Federated Hermes Short-Term Income Fund

 

Federated Hermes Institutional Trust:

Federated Hermes Government Ultrashort Duration Fund

Federated Hermes Institutional High Yield Bond Fund

Federated Hermes Short-Intermediate Total Return Bond Fund

 

Federated Hermes Insurance Series:

Federated Hermes Managed Tail Risk Fund II

Federated Hermes Fund for U.S. Government Securities II

Federated Hermes High Income Bond Fund II

Federated Hermes Kaufmann Fund II

Federated Hermes Managed Volatility Fund II

Federated Hermes Government Money Fund II

Federated Hermes Quality Bond Fund II

 

Federated Hermes Investment Series Funds, Inc.:

Federated Hermes Corporate Bond Fund

 

Federated Hermes Managed Pool Series:

Federated Hermes Corporate Bond Strategy Portfolio

Federated Hermes High-Yield Strategy Portfolio

Federated Hermes Mortgage Strategy Portfolio

 

Federated Hermes MDT Series:

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Small Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

 

Federated Hermes Project and Trade Finance Tender Fund

 

Federated Hermes Total Return Series, Inc.:

Federated Hermes Select Total Return Bond Fund

Federated Hermes Total Return Bond Fund

Federated Hermes Ultrashort Bond Fund

 

Money Market Obligations Trust:

Federated Hermes California Municipal Cash Trust

Federated Hermes Georgia Municipal Cash Trust

Federated Hermes Government Obligations Fund

Federated Hermes Massachusetts Municipal Cash Trust

Federated Hermes Institutional Money Market Management

Federated Hermes Municipal Obligations Fund

Federated Hermes New York Municipal Cash Trust

Federated Hermes Pennsylvania Municipal Cash Trust

Federated Hermes Prime Cash Obligations Fund

Federated Hermes Institutional Prime Obligations Fund

Federated Hermes Institutional Prime Value Obligations Fund

Federated Hermes Tax-Free Obligations Fund

Federated Hermes Institutional Tax-Free Cash Trust

Federated Hermes Treasury Obligations Fund

Federated Hermes Trust for U.S. Treasury Obligations

Federated Hermes Virginia Municipal Cash Trust

 

 

 
 

EXHIBIT 1

 

FINANCIAL ADMINISTRATION

AND ACCOUNTING SERVICES AGREEMENT

 

Schedule B

 

LIST OF SERVICES

 

I.       Fund Administration Treasury Services as described in Schedule B1 attached hereto;

 

II.       Fund Administration Accounting Services as described in Schedule B2 attached hereto;

 

III.       [Reserved];

 

IV.       [Reserved];

 

V.       [Reserved]; and

 

VI.       Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto.

 

 
 

Schedule B1

 

Fund Administration Treasury Services

 

a.                   Prepare for the review by designated officer(s) of the Trusts’ financial information that will be included in the Trusts’ semi-annual and annual shareholder reports (which shall also be subject to review by the Trusts’ legal counsel), and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;

 

b.                  Coordinate the audit of the Trusts’ financial statements by the Trusts’ independent accountants, including the preparation of supporting audit workpapers and other schedules;

 

c.                   Prepare for the review by designated officer(s) of the Trusts financial information required by Form N-1A, Form N-SAR, Form N-Q, Form N-CSR, Form N-PORT, and Form N-CEN (as applicable), proxy statements and such other reports, forms or filings as may be mutually agreed upon;

 

d.                  Prepare for the review by designated officer(s) of the Trusts annual fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trusts’ expenses, review calculations of fees paid to the Trusts’ investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments;

 

e.                   Provide periodic testing of the Trusts with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for the Trusts contained in the Registration Statements for the Trusts as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Trusts as well as preparation of Board compliance materials;

 

f.                    Prepare and furnish total return performance information, fund performance statistics including SEC yields, and distribution yields for the Trusts, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management;

 

g.                  Prepare and disseminate vendor survey information;

 

h.                  Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment;

 

i.                    Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by the Administrator; and

 

j.                    Maintain certain books and records of the Trusts as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon.

 

k.                  Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants;

 

l.                    Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions;

 

m.                Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate;

 
 

Schedule B2

 

Fund Administration Accounting Services

 

1.       Books of Account. Maintain the books of account of the Trusts and perform the following duties in the manner prescribed by the respective Trust's currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a "Governing Document") (including the procedures established in the Service Level Agreement):

 

a.                   Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust's investment adviser (the "Adviser") and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the "Committee") will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trusts for errors in valuing a Portfolio's assets or calculating the net asset value (the ''NAV") per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents;

 

b.       Determine the NAV per share of each Portfolio and/or class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus of such Portfolio;

 

c.       Prepare the daily mark-to-market reports and analysis incompliance with Rule 2a-7 for each of the money market portfolios.

 

d.       Calculate the net income of each of the Portfolios, if any;

 

f.       Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any;

 

g.       Calculate the expense accruals for each fund/class of shares;

 

h.       Determine the dividend factor for all daily dividend funds;

 

i.       Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 3l(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street;

 

J.       At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and

 

k.       Such other similar services as may be reasonably requested by the Trust.

 

The Trusts shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trusts’ Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.

 

 
 

 

 

SCHEDULE B6

 

Form N-PORT (the “Form N-PORT Services”) and Form N-CEN (the “Form N-CEN Services”) Support Services (collectively, the “Form N-PORT and Form N-CEN Services” or the “Services”)

 

I.       Services.

 

(a)Data Only N-PORT and N-CEN Solution (Aggregation of Data and Standard Report Delivery). No Filing.

 

  • Subject to the receipt of all required data, documentation, assumptions, information and assistance from the Trusts (including from any third parties with whom the Trust will need to coordinate in order to produce such data, documentation, and information), the Administrator will use required data, documentation, assumptions, information and assistance from the Trusts, the Administrator’s internal systems and, in the case of Trusts not administered by the Administrator or its affiliates, third party Trust administrators or other data providers, including but not limited to Third Party Data (as defined below) (collectively, the “Required Data”) to perform necessary data aggregations and calculations and prepare, as applicable: (i) agreed upon data required for the submission of Form N-PORT and any forms adopted to replace such forms on a monthly basis or as otherwise necessary (“Form N-PORT Data”) and (ii) agreed upon data required for the submission of Form N-CEN and any forms adopted to replace such forms on an annual basis or as otherwise necessary (“Form N-CEN Data”).
  •  

The Administrator, at the direction of and on behalf of each Trust, will electronically submit the completed Form NPORT Data and completed Form N-CEN Data to (i) each Trust, as relevant and/or (ii) the third-party filing agent for, and as designed from time to time in writing by, the Trusts (the “Agent(s)”), and will provide reasonable cooperation to the relevant Trust as reasonably requested by such Trust with respect to the Form N-PORT Data and Form N-CEN Data.

 

  • Each Trust acknowledges and agrees that it will be responsible for (i) reviewing and approving each such Form N-PORT Data and Form N-CEN Data, (ii) incorporating such information into such Trust’s filing mechanism, and (iii) producing an .XML file and filing such Form N-PORT Data and Form N-CEN Data with the SEC.

 

The Form N-PORT Data will be provided with respect to each Trust and each Fund of the Trusts as set forth in the attached Annex 1, which shall be executed by State Street and each Trust. The Form N-CEN Data will be provided with respect to each Trust as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of each Trust and by virtue of an updated Annex 1 that is signed by all parties.

 

(b)       Quarterly Portfolio of Investments Services:

 

·Subject to the receipt of all Required Data, and as a component of the Services, the Administrator will use such Required Data from each Trust, State Street’s internal systems, and other data providers to prepare a draft portfolio of investments (the “Portfolio of Investments”), compliant with GAAP, as of each Trusts’ first and third fiscal quarter-ends.

 

·Each Trust acknowledges and agrees that it will be responsible for (i) reviewing and approving each such Portfolio of Investments, (ii) incorporating such information into such Trust’s filing mechanism, (iii) attaching each of its Portfolio of Investments to its first and third fiscal quarter-end N-PORT filings, and (iv) submitting such Portfolios of Investments as part of such N-PORT filings electronically to the SEC.

 

(c)       Liquidity Risk Measurement Services: Not Applicable.

 

 

II.       Trust Duties, Representations and Covenants in Connection with the Services.

 

The provision of the Services to each Trust by State Street is subject to the following terms and conditions:

 

1.       The parties acknowledge and agree on the following matters:

 

The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning each Trust or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which each Trust or its affiliates provide services or is otherwise associated (“Trust Entities”) that is generated or aggregated by State Street or its affiliates in connection with services performed on each Trust’s behalf or otherwise prepared by State Street (“State Street Data,” together with Required Data and Third Party Data (as defined below), “Services-Related Data”). State Street’s obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by each Trust shall be as provided in such respective other agreements between State Street or its affiliates and each Trust relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (“Other Trust Agreements”). Nothing in this Agreement or any service schedule(s) shall limit or modify State Street’s or its affiliates’ obligations to each Trust under the Other Trust Agreements.

 

In connection with the provision of the Services by State Street, each Trust acknowledges and agrees that it will be responsible for providing State Street with any information requested by State Street, including, but not limited to, the following:

 

(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to State Street, in formats compatible with Administrator-provided data templates including, without limitation, Required Data and the information and assumptions required by State Street in connection with a Trust reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by State Street, in its discretion (collectively, the “Onboarding Checklist”) and such other forms and templates as may be used by State Street for such purposes from time to time, for all Trusts and/or Funds receiving services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by each Trust), including, without limitation, arranging for the provision of data from each Trust, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to State Street (or any of its affiliates) in its capacity as administrator to one or more Trusts, State Street and each Trust will agree on the scope of the information to be extracted from State Street’s or any of its affiliate’s systems for purposes of State Street’s provision of the Services, subject to the discretion of State Street, and State Street is hereby expressly authorized to use any such information as necessary in connection with providing the Services hereunder; and

 

(B) Providing all required information and assumptions not otherwise included in Trust data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for State Street to provide the Services.

 

The following are examples of certain types of information that each Trust is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and each Trust hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:

 

·                     SEC filing classification of each Trust (i.e., small or large filer);

·                     Identification of any data sourced from third parties; and

·                     Identification of any securities reported as Miscellaneous.

 

2.       Each Trust acknowledges that it has provided to State Street all material assumptions used by each Trust or that are expected to be used by each Trust in connection with the completion of the Services, and that it has approved all material assumptions used by State Street in the provision of the Services prior to the first use of the Services. Each Trust will also be responsible for promptly notifying State Street of any changes in any such material assumptions previously notified to State Street by each Trust or otherwise previously approved by each Trust in connection with State Street’s provision of the Services. Each Trust acknowledges that the completion of the Services, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:

 

·                     Investment classification of positions;

·                     Assumptions necessary in converting data extracts;

·                     General operational and process assumptions used by State Street in performing the Services; and

·                     Assumptions specific to each Trust.

 

Each Trust hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which each Trust (and/or State Street on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.

 

3. Each Trust acknowledges and agrees on the following matters:

 

(A)       Each Trust has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and each Trust has determined that the Services are suitable for its purposes. None of State Street or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including State Street, “State Street Parties”) make any express or implied warranties or representations with respect to the Services or otherwise.

 

(B) Each Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. State Street is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and State Street is not providing any customization, guidance, or recommendations. Where each Trust uses Services to comply with any law, regulation, agreement, or other Trust obligation, State Street makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and State Street has no obligation of compliance with respect thereto.

 

(C)       Each Trust may use the Services and any reports, charts, graphs, data, analyses and other results generated by State Street in connection with the Services and provided by State Street to each Trust (“Materials”) (a) for the internal business purpose of each Trust relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update. Each Trust may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with each Trust (each a “Permitted Person”); provided, however, (i) each Trust may not charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (“Third Party Data”) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent each Trust has separate license rights with respect to the use of such Third Party Data, or (iii) each Trust may not use the Services or Materials in any way to compete or enable any third party to compete with State Street. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.

 

Except as expressly provided in this Section 3(C), each Trust, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in each Trust or any Permitted Persons (collectively, including each Trust, “Trust Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent each Trust has separate license rights with respect to the use of such Third Party Data). Without limitation, Trust Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.

 

(D)       Each Trust shall limit the access and use of the Services and the Materials by any Trust Parties to a need-to-know basis and, in connection with its obligations under this Agreement, each Trust shall be responsible and liable for all acts and omissions of any Trust Parties.

 

(E) The Services, the Materials and all confidential information of State Street (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of State Street. Each Trust has no rights or interests with respect to all or any part of the Services, the Materials or State Street’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. Each Trust automatically and irrevocably assigns to State Street any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or State Street’s confidential information, including, for the avoidance of doubt and without limitation, any Trust Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with State Street (collectively, “Feedback”) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate each Trust.

 

(F)       State Street may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

ANNEX I to SCHEDULE B6

 

Each of the Investment Companies

Listed On Exhibit A

 

Further to the Amendment dated as of March 6, 2018, effective as of March 1, 2018, to the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and State Street Bank and Trust Company (the “State Street”), the Trusts and State Street mutually agree to update this Annex 1 effective January 25, 2021 as follows:

 

 

Form N-PORT Services Service Type

FEDERATED HERMES ADJUSTABLE RATE SECURITIES FUND

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

 

FEDERATED HERMES EQUITY INCOME FUND, INC.

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES GLOBAL ALLOCATION FUND

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.

 

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES GOVERNMENT INCOME FUND

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES HIGH INCOME BOND FUND, INC.

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES SHORT TERM GOVERNMENT FUND

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT FUND

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

FEDERATED HERMES CORE TRUST

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Bank Loan Core Fund

Mortgage Core Fund

High Yield Bond Core Fund

Emerging Markets Core Fund

 

(Data ONLY)

FEDERATED HERMES CORE TRUST III

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Project and Trade Finance Core Fund

 

(Data ONLY)

FEDERATED HERMES EQUITY FUNDS

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Clover Small Value Fund

Federated Hermes Kaufmann Fund

Federated Hermes Kaufmann Large Cap Fund

Federated Hermes Kaufmann Small Cap Fund

Federated Hermes MDT Mid Cap Growth Fund

Federated Hermes Prudent Bear Fund

(Data ONLY)

FEDERATED HERMES FIXED INCOME SECURITIES, INC.

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Strategic Income Fund

 

(Data ONLY)

 

FEDERATED HERMES HIGH YIELD TRUST

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Opportunistic High Yield Bond Fund

 

(Data ONLY)

FEDERATED HERMES INCOME SECURITIES TRUST

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Capital Income Fund

Federated Hermes Floating Rate Strategic Income Fund

Federated Hermes Fund for U.S. Government Securities

Federated Hermes Intermediate Corporate Bond Fund

Federated Hermes Real Return Bond Fund

Federated Hermes Short-Term Income Fund

 

(Data ONLY)

FEDERATED HERMES INSTITUTIONAL TRUST

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Government Ultrashort Duration Fund

Federated Hermes Institutional High Yield Bond Fund

Federated Hermes Short-Intermediate Total Return Bond Fund

 

(Data ONLY)

 

FEDERATED HERMES INSURANCE SERIES

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Fund for U.S. Government Securities II

Federated Hermes High Income Bond Fund II

Federated Hermes Kaufmann Fund II

Federated Hermes Managed Volatility Fund II

Federated Hermes Quality Bond Fund II

 

 

(Data ONLY)

FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY

 

Federated Hermes Corporate Bond Fund (Data ONLY)

FEDERATED HERMES MANAGED POOL SERIES

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Corporate Bond Strategy Portfolio

Federated Hermes High-Yield Strategy Portfolio

Federated Hermes Mortgage Strategy Portfolio

 

(Data ONLY)

FEDERATED HERMES MDT SERIES

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Small Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

Federated Hermes Project and Trade Finance Tender Fund

 

 

(Data ONLY)

FEDERATED HERMES TOTAL RETURN SERIES, INC.

 

Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

 

Federated Hermes Select Total Return Bond Fund

Federated Hermes Total Return Bond Fund

Federated Hermes Ultrashort Bond Fund

 

(Data ONLY)
FEDERATED HERMES ADVISER SERIES Standard N-PORT and N-CEN Reporting Solution (Data ONLY)

Federated Hermes Conservative Municipal Microshort Fund

Federated Hermes Conservative Microshort Fund

(Data ONLY)
 
 

 

 

 

Form N-CEN Services

FEDERATED HERMES ADJUSTABLE RATE SECURITIES FUND

FEDERATED HERMES EQUITY INCOME FUND, INC.

FEDERATED HERMES GLOBAL ALLOCATION FUND

FEDERATED HERMBES GOVERNMENT INCOME SECURITIES, INC.

FEDERATED HERMES GOVERNMENT INCOME TRUST

FEDERATED HERMES HIGH INCOME BOND FUND, INC.

FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND

FEDERATED HERMES SHORT-TERM GOVERNMENT FUND

FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT FUND

FEDERATED HERMES CORE TRUST

FEDERATED HERMES CORE TRUST III

FEDERATED HERMES EQUITY FUNDS

FEDERATED HERMES FIXED INCOME SECURITIES, INC.

FEDERATED HERMES HIGH YIELD TRUST

FEDERATED HERMES INCOME SECURITIES TRUST

FEDERATED HERMES INSTITUTIONAL TRUST

FEDERATED HERMES INSURANCE SERIES

FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.

FEDERATED HERMES MANAGED POOL SERIES

FEDERATED HERMES MDT SERIES

FEDERATED HERMES TOTAL RETURN SERIES, INC.

FEDERATED HERMES ADVISER SERIES

 

 
 

 

IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.

 

 

 

EACH OF THE INVESTMENT COMPANIES LISTED ON EXHIBIT A TO THE AGREEMENT   STATE STREET BANK AND TRUST COMPANY
     
By: /s/ Lori A. Hensler   By:  /s/ Stephanie Mansfield
Name:  Lori A. Hensler   Name:  Stephanie Mansfield
Title:  Treasurer   Title:  Managing Director
     
     
Date:  January 27, 2021   Date:  January 27, 2021
     

 

 

 

 

 
 

 

AMENDMENT

 

The terms of this AMENDMENT (“Amendment”) made and effective as of April 1, 2020 will apply to each agreement listed on Appendices 1-A through 1-F hereto (each, an “Agreement” and collectively, the “Agreements”) by and between STATE STREET BANK AND TRUST COMPANY and STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED, as applicable (“State Street”) and the counterparty or counterparties to each Agreement identified on Appendices 1-A through 1-F hereto (“Federated Entities”, collectively with State Street, the “Parties”).

 

WHEREAS, pursuant to the Agreements, State Street has been performing, inter alia, custody, accounting, depositary, and/or other administration services for the Federated Entities; and

 

WHEREAS, the Parties wish to clarify State Street’s Global Operating Model, as defined in Exhibit A.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:

 

1.Effective as of April 1, 2020, each Agreement shall be amended by incorporating the attached Exhibit A.

 

2.If any term or provision of an Agreement is contrary to or in conflict with the terms of this Amendment, this Amendment controls and such term or provision is modified or negated accordingly.

 

3.Except as provided herein, no other terms or provisions of the Agreements shall be amended or modified by this Amendment.

 

4.This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

[Signature pages follow]

 

 
 

 

IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-A hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.

 

 

STATE STREET BANK AND TRUST COMPANY

By: _/s/ Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

 

EACH OF THE FUNDS/MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX A/EXHIBIT 1 OF EACH RELEVANT AGREEMENT

By: Lori A. Hensler

Name: Lori A. Hensler

Title: Treasurer

 
 

 

IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-B hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.

 

STATE STREET BANK AND TRUST COMPANY

By: Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

FEDERATED SERVICES COMPANY

By: Richard A. Novak

Name: Richard A. Novak

Title: Treasurer

 

FII HOLDINGS, INC.

By: Richard A. Novak

Name: Richard A. Novak

Title: Treasurer

 

FEDERATED INVESTORS TRUST COMPANY

By: Lori A. Hensler

Name: Lori A. Hensler

Title: Assistant Treasurer

 

FEDERATED INVESTMENT COUNSELING

By: Richard A. Novak

Name: Richard A. Novak

Title: Assistant Treasurer

 

FEDERATED INTERNATIONAL MANAGEMENT LIMITED

By: Richard A. Novak

Name: Richard A. Novak

Title: Assistant Company Secretary

 

 
 

 

IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-C hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.

 

STATE STREET BANK AND TRUST COMPANY

 

 

By: Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

 

FEDERATED HERMES, INC. (formerly Federated Investors, Inc.)

By: Richard A. Novak

Name: Richard A. Novak

Title: Assistant Treasurer

 

 

FEDERATED INVESTMENT COUNSELING

By: Richard A. Novak

Name: Richard A. Novak

Title: Assistant Treasurer

 

TEXAS TREASURY SAFEKEEPING TRUST COMPANY, as Trustee of the Trusts listed on Schedule 1 of each relevant Agreement

 

By: Federated Investment Counseling, as attorney-in-fact

By: Richard A. Novak

Name: Richard A. Novak

Title: Assistant Treasurer

 

 

 
 

 

IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-D hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.

 

 

STATE STREET BANK AND TRUST COMPANY

 

By: Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

EACH OF THE FUNDS LISTED ON APPENDIX A/SCHEDULE A OF EACH RELEVANT AGREEMENT

 

By: Lori A. Hensler

Name: Lori A. Hensler

Title: Treasurer

 

 
 

 

IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-E hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.

 

 

STATE STREET BANK AND TRUST COMPANY

 

By: Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

FEDERATED REDWOOD TRADE FINANCE FUND, L.P.

 

By: Lori A. Hensler

Name: Lori A. Hensler

Title: Authorized Person

 

EACH OF THE FUNDS LISTED ON APPENDIX A OF EACH RELEVANT AGREEMENT

 

By: Lori A. Hensler

Name: Lori A. Hensler

Title: Authorized Person

 

 
 

 

IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-F hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.

 

 

STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED

 

By: Andrew Erickson

Name: Andrew Erickson

Title: Executive Vice President

 

 

ICBC FEDERATED FUNDS ICAV

 

By: Gregory P. Dulski

Name: Gregory P. Dulski

Title: Director

 

 

 

 
 

Exhibit A

 

For purposes of this Exhibit A:

 

“Agreement” shall mean this Agreement or Contract as the context requires.

 

“Client” shall mean the Federated Entity or Entities receiving services pursuant to this Agreement.

 

“Global Operating Model” shall mean the global network that conducts State Street’s business in multiple locations across North America, Europe and Asia with significant operational hubs in China, India and Poland, using automated processes and established globally consistent procedures, controls and training.

 

“State Street” shall mean the relevant State Street entity performing services pursuant to this Agreement.

 

 

DELEGATION

 

1.        Delegation. Subject to Sections 2 and 3 below, and unless otherwise limited by this Agreement, State Street shall have the right to employ agents, subcontractors, consultants and other third parties, whether affiliated or unaffiliated, to provide or assist it in the provision of all or any part of the services performed pursuant to this Agreement (each, a “Delegate” and collectively, the “Delegates”) without the consent or approval of the Client. State Street shall be responsible for the services delivered by, and the acts and omissions of, any such Delegate as if State Street had provided such services and committed such acts and omissions itself. Unless otherwise agreed in a Fee Schedule approved in writing by the Client, State Street shall be responsible for the compensation of its Delegates.

 

2.        State Street will provide the Client with information regarding its Global Operating Model for the delivery of the services on a quarterly basis, which information shall include the identities of Delegates that perform or may perform all or any part of material services, and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Client may reasonably request from time to time.

 

3.        State Street will provide Client with 60 days’ prior written notice of its intention to (i) establish a Delegate in a new location from which services will be performed and (ii) transfer services from one Delegate to another, when the Delegate does not already perform the services being transferred. Notwithstanding the foregoing commitment, State Street shall have no obligation to provide prior notice of any delegation or use of a legal entity or location on an emergency or temporary basis to the extent necessary to allow State Street to continue to provide the services during any period when State Street or any Delegate is experiencing a service interruption, outage or similar limitation (including a Force Majeure Event). In any such event, State Street shall notify the Client as soon as reasonably practicable of such temporary delegation or service location and shall take reasonable steps to return such services to the prior affiliate or such other previously notified location as soon as reasonably possible consistent with maintaining continuity of the services.

 

4.        Nothing in this Section shall limit or restrict State Street’s right to use affiliates or third parties to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

 

 

USE OF DATA

 

1.In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street (which term for purposes of this Section includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding the Client and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary to (i) carry out the provision of services contemplated under this Agreement and other agreements between the Client and State Street or any of its Affiliates and (ii) carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. State Street will not, without the prior agreement of the Client, provide access to Client data to third parties for their commercial use.

 

2.Client data may be accessed by any of State Street’s affiliated operating locations which have controls designed to promote the security and confidentiality of data. All State Street affiliates, including State Street’s global process centers, have consistent controls.

 

3.State Street remains contractually responsible for the protection of Client data while it is on its, its Affiliates’ or its Delegates’ systems including those owned by third party vendors. State Street conducts due diligence and ongoing monitoring of its Affiliates, Delegates and third party vendors to assess whether a control environment equivalent or superior to that maintained by State Street on its own systems is applied by such Affiliates, Delegates or third party vendors. State Street also reviews its Affiliates’, Delegates’ and third party vendors’ controls designed to promote the security and confidentiality of Client data.

 

4.Except as expressly contemplated by this Agreement, nothing in this Section shall limit the confidentiality and data-protection obligations, including any privacy, information security or business continuity obligations, of State Street and its Affiliates or Delegates under this Agreement and/or applicable law. State Street shall cause any Affiliate, agent, service provider or Delegate to which it has disclosed data pursuant to this Section to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
 
 

 

 

Appendix 1-A

 

List of Agreements covered by this Amendment

 

Federated Entity State Street Entity Agreement Agreement Date
Each Fund listed on Appendix A State Street Bank and Trust Company Financial Administration and Accounting Services Agreement (Federated Funds) March 1, 2011
Each management investment company identified on Appendix A State Street Bank and Trust Company Amended and Restated Master Custodian Agreement (Federated Funds) March 1, 2017
Each Fund listed on Exhibit 1 State Street Bank and Trust Company SSGX Master Agreement

August 20, 2018

 

 

 
 

 

Appendix 1-B

 

List of Agreements covered by this Amendment

 

Federated Entity State Street Entity Agreement Agreement Date
FII Holdings, Inc. State Street Bank and Trust Company Custodian Agreement May 22, 2007
Federated Investors Trust Company State Street Bank and Trust Company Custodian Contract October 29, 2008
Federated Investors Trust Company State Street Bank and Trust Company Financial Administration and Accounting Services Agreement October 29, 2008
Federated International Management Limited State Street Bank and Trust Company Services Agreement July 24, 2018
Federated Investment Counseling, Federated Services Company State Street Bank and Trust Company Amended and Restated Portfolio Accounting and Sub-Administrative Services Agreement April 1, 2020
Federated Investment Counseling State Street Bank and Trust Company Currency Management Agreement August 31, 2018

 

 

 
 

 

Appendix 1-C

 

List of Agreements covered by this Amendment

 

Federated Entity State Street Entity Agreement Agreement Date
Federated Investors, Inc./Texas Treasury State Street Bank and Trust Company Custodian Contract (TexPool) April 5, 2002
Federated Investment Counseling State Street Bank and Trust Company Master Sub-Administration Agreement (MMDT) March 1, 2013
Federated Investment Counseling State Street Bank and Trust Company Master Custodian Contract (MMDT) March 1, 2013

 

 

 
 

 

Appendix 1-D

 

List of Agreements covered by this Amendment

 

Federated Entity State Street Entity Agreement Agreement Date
Each of the funds listed on Schedule A State Street Bank and Trust Company Master Administration Agreement (Federated Prime Private Liquidity) April 30, 2016
Each of the funds listed on Appendix A State Street Bank and Trust Company Master Custodian Agreement (Federated Prime Private Liquidity) April 30, 2016

 

 

 
 

 

Appendix 1-E

 

List of Agreements covered by this Amendment

 

Federated Entity State Street Entity Agreement Agreement Date
Each Fund listed on Appendix A State Street Bank and Trust Company Master Administration Agreement (Redwood) January 22, 2019
Each Fund listed on Appendix A State Street Bank and Trust Company Master Custodian Agreement (Redwood) January 22, 2019
Federated Redwood Trade Finance Fund, L.P. State Street Bank and Trust Company Performance & Analytics Agreement January 22, 2019

 

 

 
 

 

Appendix 1-F

 

List of Agreements covered by this Amendment

 

Federated Entity State Street Entity Agreement Agreement Date
ICBC Federated Funds ICAV State Street Custodial Services (Ireland) Limited Depositary Agreement June 20, 2018
ICBC Federated Funds ICAV State Street Custodial Services (Ireland) Limited Administration Agreement June 20, 2018

 

 

 
 

 

January 19, 2021

State Street Bank and Trust Company
1 Iron Street
Boston, MA 02110
Attention: Andrea Griffin, Vice President

Re: FEDERATED HERMES ADVISER SERIES (the “Trust”)

Ladies and Gentlemen:

Please be advised that the undersigned Trust has established new Funds to be known as Federated Hermes Conservative Municipal Microshort Fund, and Federated Hermes Conservative Microshort Fund, respectively (the “Funds”).

In accordance with Section 1, the Appointment provision, of the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, as amended, modified, or supplemented from time to time (the “Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company (“State Street”), the undersigned Trust hereby requests that State Street as Financial Administrator and Accounting Agent for the new Funds under the terms of the Agreement, and that Exhibit A to the Agreement is hereby amended and restated as set forth on Appendix A attached hereto. In connection with such request, the undersigned Trust hereby confirms, as of the date hereof, its representations and warranties set forth in Section II.B of the Agreement.

Please indicate your acceptance of the foregoing by executing this letter agreement and returning a copy of the Trust.

Sincerely,

FEDERATED HERMES ADVISER SERIES

on behalf of:

FEDERATED HERMES CONSERVATIVE MUNICIPAL MICROSHORT FUND, and

FEDERATED HERMES CONSERVATIVE MICROSHORT FUND

By: /s/ Lori A. Hensler

Name: Lori A. Hensler

Title: Treasurer, Duly Authorized

Agreed and Accepted:

STATE STREET BANK AND TRUST COMPANY

By: /s/ Stefanie Mansfield

Name: Stefanie Mansfield

Title: Managing Director, Duly Authorized

Effective Date: January 19, 2021

 
 

 

EXHIBIT A

TO

FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT DATED MARCH 1, 2011

(Updated as of March 1, 2021)

 

MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY

 

Federated Hermes Equity Income Fund, Inc.

Federated Hermes Global Allocation Fund

Federated Hermes Government Income Securities, Inc.

 

Federated Hermes Adjustable Rate Securities Trust:

Federated Hermes Adjustable Rate Fund

 

Federated Hermes Adviser Series:

Federated Hermes Conservative Municipal Microshort Fund

Federated Hermes Conservative Microshort Fund

Federated Hermes MDT Market Neutral Fund

 

Federated Hermes Government Income Trust:

Federated Hermes Government Income Fund

Federated Hermes High Income Bond Fund, Inc.

Federated Hermes Total Return Government Bond Fund

 

Federated Hermes Short-Term Government Trust:

Federated Hermes Short-Term Government Fund

 

Federated Hermes Short-Intermediate Government Trust:

Federated Short-Intermediate Government Fund

 

Federated Hermes Core Trust:

Bank Loan Core Fund

Mortgage Core Fund

High Yield Bond Core Fund

Emerging Markets Core Fund

 

Federated Hermes Core Trust III:

Project and Trade Finance Core Fund

 

Federated Hermes Equity Funds:

Federated Hermes Clover Small Value Fund

Federated Hermes Kaufmann Fund

Federated Hermes Kaufmann Large Cap Fund

Federated Hermes Kaufmann Small Cap Fund

Federated Hermes MDT Mid Cap Growth Fund

Federated Hermes Prudent Bear Fund

 

Federated Hermes Fixed Income Securities, Inc.:

Federated Hermes Strategic Income Fund

 

Federated Hermes High Yield Trust

Federated Hermes Equity Advantage Fund

Federated Hermes Opportunistic High Yield Bond Fund

 

Federated Hermes Income Securities Trust:

Federated Hermes Capital Income Fund

Federated Hermes Floating Rate Strategic Income Fund

Federated Hermes Fund for U.S. Government Securities

Federated Hermes Intermediate Corporate Bond Fund

Federated Hermes Real Return Bond Fund

Federated Hermes Short-Term Income Fund

 

Federated Hermes Institutional Trust:

Federated Hermes Government Ultra Short Fund

Federated Hermes Institutional High Yield Bond Fund

Federated Hermes Short-Intermediate Total Return Bond Fund

 

Federated Hermes Insurance Series:

Federated Hermes Fund for U.S. Government Securities II

Federated Hermes High Income Bond Fund II

Federated Hermes Kaufmann Fund II

Federated Hermes Managed Volatility Fund II

Federated Hermes Government Money Fund II

Federated Hermes Quality Bond Fund II

 

Federated Hermes Investment Series Funds, Inc.:

Federated Hermes Corporate Bond Fund

 

Federated Hermes Managed Pool Series:

Federated Hermes Corporate Bond Strategy Portfolio

Federated Hermes High-Yield Strategy Portfolio

Federated Hermes Mortgage Strategy Portfolio

 

Federated Hermes MDT Series:

Federated Hermes MDT All Cap Core Fund

Federated Hermes MDT Balanced Fund

Federated Hermes MDT Large Cap Growth Fund

Federated Hermes MDT Small Cap Growth Fund

Federated Hermes MDT Small Cap Core Fund

 

Federated Hermes Project and Trade Finance Tender Fund

 

Federated Hermes Total Return Series, Inc.:

Federated Hermes Select Total Return Bond Fund

Federated Hermes Total Return Bond Fund

Federated Hermes Ultrashort Bond Fund

 

Federated Hermes Money Market Obligations Trust:

Federated Hermes California Municipal Cash Trust

Federated Hermes Government Obligations Fund

Federated Hermes Institutional Money Market Management

Federated Hermes Municipal Obligations Fund

Federated Hermes New York Municipal Cash Trust

Federated Hermes Prime Cash Obligations Fund

Federated Hermes Institutional Prime Obligations Fund

Federated Hermes Institutional Prime Value Obligations Fund

Federated Hermes Tax-Free Obligations Fund

Federated Hermes Institutional Tax-Free Cash Trust

Federated Hermes Treasury Obligations Fund

Federated Hermes Trust for U.S. Treasury Obligations

 

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"#H0)D0 N@0 BM MT(GO( )?(!#-( (9-A"L4 0 0@@*$$!%D@7] F"U0\88 3]H 39(!!R$ '] M4 ><(! Q< ?\4 .I<%HT( _2P &S0 N5H XDL#N[H )9<(L&@0U DX-DX&W) MD ::@ K!X69 -@VQT _.H VP OG, _'4 [S\)D)P0IML B*0 @ <@_ X FP M$ WXP T"80_$4 _SD J:@#74D :28 T$X0[30 R"]0QSUP^J\(;]L QV)A#/ M< RCV0S> F:D L3V0_S0 R^<0ZLX!%AQ- , K@B:DSK4*JA 0$ .P$! end EX-99.AUD CON 19 ex14-1.htm

Exhibit 14.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the reference to our firm under the caption “Financial Highlights” in the Prospectus/Proxy Statement included in the Registration Statement on Form N-14.

 

We also consent to the references to our firm under the captions “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information, dated September 30, 2020, on Form N-1A, which were filed with the Securities and Exchange Commission in Post-Effective Amendment Number 35 to the Registration Statement (File No. 333-134468) of Federated Hermes MDT Series, which are incorporated by reference in the Prospectus/Proxy Statement and Statement of Additional Information included in the Registration Statement on Form N-14.

 

We also consent to the incorporation by reference of our report, dated September 22, 2020, on the financial statements of Federated Hermes MDT Small Cap Core Fund, included in the Annual Shareholder Report of the Fund for the fiscal year ended July 31, 2020, which is incorporated by reference in the Prospectus/Proxy Statement and Statement of Additional Information included in the Registration Statement on Form N-14.

 

 

/s/ Ernst & Young LLP

 

 

Boston, Massachusetts

June 9, 2021

 

 

 

 

 

 

EX-99.AUD CON 20 ex14-2.htm

Exhibit 14.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated February 25, 2021, relating to the financial statements and financial highlights, which appears in Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund’s Annual Report on Form N-CSR for the periods ended December 31, 2020. We also consent to the references to us under the heading "Financial Highlights" in such Registration Statement.

Philadelphia, Pennsylvania

June 9, 2021

 

EX-99.AUD CON 21 ex14-3.htm

Exhibit 14.3

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the use of our report dated March 31, 2020, on the January 31, 2020 financial statements and financial highlights of Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund (two of the series constituting The Advisors’ Inner Circle Fund II (the “Fund”)) included in this Registration Statement (Form N-14).

 

/s/ Ernst & Young LLP

 

Philadelphia, Pennsylvania

June 9, 2021

 

GRAPHIC 22 image_007.jpg GRAPHIC begin 644 image_007.jpg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end EX-99.TRUST CON 23 exhibit16-1.htm

Exhibit 16.1

 

FEDERATED HERMES MDT SERIES

UNANIMOUS CONSENT OF TRUSTEES

 

The undersigned, being all of the Trustees of Federated Hermes MDT Series (the “Trust”), hereby consent, in accordance with the laws of the Commonwealth of Massachusetts and Article V of the Declaration of Trust, and Article V, Section 7, of the Bylaws of the Trust, to the adoption of the following resolution with the same effect as though it had been adopted at the meeting of the Trustees of the Trust:

 

RESOLVED, that the Board hereby authorizes the Secretary and Assistant Secretaries of the Trust to sign in their place and stead, by power of attorney, the Registration Statement on Form N-14 relating to the proposed reorganization of Hancock Horizon Burkenroad Small Cap Fund and Hancock Horizon Microcap Fund, both portfolios of The Advisors’ Inner Circle Fund II, into Federated Hermes MDT Small Cap Core Fund, a portfolio of the Trust.

 

Remainder of page intentionally blank

 

 

WITNESS the due execution hereof this 11th day of November, 2020.

 

 

/s/ J. Christopher Donahue

J. Christopher Donahue

/s/ Charles F. Mansfield, Jr.

Charles F. Mansfield, Jr.

 

 

/s/ John T. Collins

John T. Collins

 

 

/s/ Thomas M. O’Neill

Thomas M. O’Neill

 

 

/s/ John B. Fisher

John B. Fisher

 

 

/s/ P. Jerome Richey

P. Jerome Richey

 

 

/s/ G. Thomas Hough

G. Thomas Hough

 

 

/s/ John S. Walsh

John S. Walsh

 

 

/s/ Maureen Lally-Green

Maureen Lally-Green

 

 

/s/ Madelyn A. Reilly

Madelyn A. Reilly

 

 

 

 

EX-99.POA 24 exhibit16-2.htm

Exhibit 16.2

POWER OF ATTORNEY

 

 

Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretaries of Federated Hermes MDT Series (the “Trust”) and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign the Registration Statement(s) on Form N-14 relating to the proposed reorganization of Hancock Horizon Burkenroad Small Cap Fund (a portfolio of The Advisors’ Inner Circle Fund II) and Hancock Horizon Microcap Fund (a portfolio of The Advisors’ Inner Circle Fund II) into Federated Hermes MDT Small Cap Core Fund (a portfolio of the Trust), and any amendments to the Registration Statement(s), including post-effective amendments; and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

 

SIGNATURES TITLE DATE
     
     
     
/s/ J. Christopher Donahue   November 11, 2020
J. Christopher Donahue President and Trustee  
  (Principal Executive Officer)  
     
     
     
/s/ Lori A. Hensler   November 11, 2020
Lori A. Hensler Treasurer  
  (Principal Financial Officer/  
  Principal Accounting Officer)  
     
     
     
/s/ John T. Collins   November 11, 2020
John T. Collins Trustee  
     
     
     
/s/ John B. Fisher   November 11, 2020
John B. Fisher Trustee  
     
     
     
/s/ G. Thomas Hough   November 11, 2020
G. Thomas Hough Trustee  
     
     
     
/s/ Maureen Lally-Green   November 11, 2020
Maureen Lally-Green Trustee  
     
     
     
     
     
     
/s/ Charles F. Mansfield, Jr.   November 11, 2020
Charles F. Mansfield, Jr. Trustee  
     
     
     
/s/ Thomas M. O’Neill   November 11, 2020
Thomas M. O’Neill Trustee  
     
     
     
/s/ P. Jerome Richey   November 11, 2020
P. Jerome Richey Trustee  
     
     
     
/s/ John S. Walsh   November 11, 2020
John S. Walsh Trustee  
     
     
     
/s/ Madelyn A. Reilly   November 11, 2020
Madelyn A. Reilly Trustee  

 

 

 

 

 

EX-99.BALLOT 25 ballotfmdt.htm

Exhibit 17

Logo, company name

Description automatically generated

 

PROXY TABULATOR

P.O. BOX 9112

FARMINGDALE, NY 11735

SCAN TO

VIEW MATERIALS & VOTE

To vote by Internet
 
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com or scan the QR Barcode above
3) Follow the instructions provided on the website.
   
To vote by Telephone
 
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
   
To vote by Mail
 
1) Read the Proxy Statement.
2) Check the appropriate box on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
   
  If you vote by Telephone or Internet
You do not need to mail your proxy.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D56121-S25694 KEEP THIS PORTION FOR YOUR RECORDS
    DETACH AND RETURN THIS PORTION ONLY

 

HANCOCK HORIZON MICROCAP FUND

 

1. To approve or disapprove an Agreement and Plan of Reorganization pursuant to which Federated Hermes MDT Small Cap Core Fund would acquire all or substantially all of the assets (except for deferred or prepaid expenses, certain tax reclaims, and amounts reserved for payment of Reorganizing Fund liabilities) of Hancock Horizon Microcap Fund, a series of The Advisors' Inner Circle Fund II (the "Trust") in exchange for Institutional Shares or Class A Shares of Federated Hermes MDT Small Cap Core Fund to be distributed pro rata by Hancock Horizon Microcap Fund to its shareholders of Institutional Class Shares or Investor Class Shares, respectively, in complete liquidation, dissolution and termination of Hancock Horizon Microcap Fund.

 

For Against Abstain

 

 

 

YOUR VOTE IS IMPORTANT

Please complete, sign and return this card as soon as possible.

 

Please sign this proxy exactly as your name appears on the books of the Trust. Joint owners should each sign personally. The Trust’s Board of Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

 

 

 

         
Signature [PLEASE SIGN WITHIN BOX] Date   Signature [Joint Owners] Date

 

 

 

 
 

 

 

 

 

 

 

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:

The Notice of Special Meeting of Shareholders and Proxy Statement are available at www.proxyvote.com.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D56122-S25694

 

 

 

 

Hancock Horizon Microcap Fund

A series of The Advisors' Inner Circle Fund II

SPECIAL MEETING OF SHAREHOLDERS — SEPTEMBER 10, 2021

 

 

 

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Hancock Horizon Microcap Fund, a series of The Advisors' Inner Circle Fund II (the "Trust"), hereby revoking any proxy heretofore given, designate and appoint Michael Beattie, James Bernstein, Eric Griffith, Matthew Maher and Alexander Smith as proxies to act at the Special Meeting of Shareholders (the "Special Meeting") to be held on September 10, 2021 at 10:00 a.m. (Eastern time) and at any adjournment or postponement thereof. The Special Meeting will be held in virtual meeting format only, via the internet, with no physical in-person meeting. You will be able to attend and participate in the Special Meeting by registering online at https://viewproxy.com/HancockHorizonFunds/broadridgevsm/. Once your registration request has been accepted, you will be provided with an event link and password to attend the Special Meeting where you will be able to listen to the Special Meeting live, submit questions and vote. Please plan to register prior to the Special Meeting, by September 9, 2021 at 10:00 a.m. (Eastern time).

The attorneys named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted affirmatively on such matter. Discretionary authority is hereby conferred as to all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof and the attorneys named in this proxy will vote on such matters in their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.

 

 
 

 

Logo, company name

Description automatically generated

 

PROXY TABULATOR

P.O. BOX 9112

FARMINGDALE, NY 11735

SCAN TO

VIEW MATERIALS & VOTE

To vote by Internet
 
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com or scan the QR Barcode above
3) Follow the instructions provided on the website.
   
To vote by Telephone
 
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
   
To vote by Mail
 
1) Read the Proxy Statement.
2) Check the appropriate box on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
   
  If you vote by Telephone or Internet
You do not need to mail your proxy.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D56123-S25694 KEEP THIS PORTION FOR YOUR RECORDS
    DETACH AND RETURN THIS PORTION ONLY

 

HANCOCK HORIZON BURKENROAD SMALL CAP FUND

 

1. To approve or disapprove an Agreement and Plan of Reorganization pursuant to which Federated Hermes MDT Small Cap Core Fund would acquire all or substantially all of the assets (except for deferred or prepaid expenses, certain tax reclaims, and amounts reserved for payment of Reorganizing Fund liabilities) of Hancock Horizon Burkenroad Small Cap Fund, a series of The Advisors' Inner Circle Fund II (the "Trust") in exchange for Institutional Shares or Class A Shares of Federated Hermes MDT Small Cap Core Fund to be distributed pro rata by Hancock Horizon Burkenroad Small Cap Fund to its shareholders of Institutional Class Shares, Investor Class Shares or Class D Shares, respectively, in complete liquidation, dissolution and termination of Hancock Horizon Burkenroad Small Cap Fund.

 

For Against Abstain

 

 

 

YOUR VOTE IS IMPORTANT

Please complete, sign and return this card as soon as possible.

 

Please sign this proxy exactly as your name appears on the books of the Trust. Joint owners should each sign personally. The Trust’s Board of Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

 

 

 

         
Signature [PLEASE SIGN WITHIN BOX] Date   Signature [Joint Owners] Date

 

 

 

 
 

 

 

 

 

 

 

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:

The Notice of Special Meeting of Shareholders and Proxy Statement are available at www.proxyvote.com.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D56124-S25694

 

 

 

 

Hancock Horizon Burkenroad Small Cap Fund

A series of The Advisors' Inner Circle Fund II

SPECIAL MEETING OF SHAREHOLDERS — SEPTEMBER 10, 2021

 

 

 

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Hancock Horizon Microcap Fund, a series of The Advisors' Inner Circle Fund II (the "Trust"), hereby revoking any proxy heretofore given, designate and appoint Michael Beattie, James Bernstein, Eric Griffith, Matthew Maher and Alexander Smith as proxies to act at the Special Meeting of Shareholders (the "Special Meeting") to be held on September 10, 2021 at 10:00 a.m. (Eastern time) and at any adjournment or postponement thereof. The Special Meeting will be held in virtual meeting format only, via the internet, with no physical in-person meeting. You will be able to attend and participate in the Special Meeting by registering online at https://viewproxy.com/HancockHorizonFunds/broadridgevsm/. Once your registration request has been accepted, you will be provided with an event link and password to attend the Special Meeting where you will be able to listen to the Special Meeting live, submit questions and vote. Please plan to register prior to the Special Meeting, by September 9, 2021 at 10:00 a.m. (Eastern time).

The attorneys named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted affirmatively on such matter. Discretionary authority is hereby conferred as to all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof and the attorneys named in this proxy will vote on such matters in their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.

 

 

 

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