As filed with the Securities and Exchange Commission
on May 9, 2025
1933 Act File No. 333-283469
1940 Act File No. 811-23174
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
X |
| Pre-Effective Amendment No. ___ |
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| Post-Effective Amendment No. 1 |
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and/or
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY |
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| ACT OF 1940 |
X |
| Amendment No. 29 |
X |
FEDERATED HERMES PROJECT AND TRADE FINANCE TENDER
FUND
(Exact Name of Registrant as Specified in Charter)
Federated
Hermes Funds
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Peter J. Germain, Esquire
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)
[ ] Check box if the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans.
[X] Check box if any securities being registered on this Form will be offered
on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities
offered in connection with a dividend reinvestment plan.
[ ] Check box if this Form is a registration statement pursuant
to General Instruction A.2 or a post-effective amendment thereto.
[ ] Check box if this Form is a registration statement pursuant
to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act.
[ ] Check box if this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate
box)
[ ] when declared effective pursuant to Section 8(c) of the Securities
Act
The following boxes should only be included and completed if the registrant
is making this filing in accordance with Rule 486 under the Securities Act.
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[X] on July 25, 2025 pursuant to paragraph (a)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
[ ] This Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is:
[ ] This Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement
for the same offering is:
[ ] This Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement
for the same offering is:
Check each box that appropriately characterizes the Registrant:
[X] Registered Closed-End Fund (closed-end company that is registered under
the Investment Company Act of 1940 (“Investment Company Act”)).
[ ] Business Development Company (closed-end company that intends
or has elected to be regulated as a business development company under the Investment Company Act).
[ ] Interval Fund (Registered Closed-End Fund or a Business Development
Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
[ ] A.2 Qualified (qualified to register securities pursuant
to General Instruction A.2 of this Form).
[ ] Well-Known Seasoned Issuer (as defined by Rule 405 under
the Securities Act).
[ ] Emerging Growth Company (as defined by Rule 12b-2 under
the Securities Exchange Act of 1934 (“Exchange Act”).
[ ] If an Emerging Growth Company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of Securities Act.
[ ] New Registrant (registered or regulated under the Investment
Company Act for less than 12 calendar months preceding this filing).
The information in this prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Federated Hermes Project and Trade Finance Tender Fund
Investment objective. Federated Hermes Project and Trade Finance Tender Fund (the “Fund”) commenced operations on December 7, 2016, and is a continuously offered, diversified, closed-end management investment company. The Fund’s investment objective is to provide total return primarily from income. The Fund pursues its investment
objective primarily by investing in trade finance, structured trade, export finance, import finance, supply chain financing
and project finance assets of entities, including sovereign entities (“trade finance related securities”). Trade finance related securities primarily will be located in, or have exposure to, global emerging markets. Trade finance transactions refer to the capital needed to
buy or sell, import or export, products or other tangible goods. Project finance transactions are typically used to build something
tangible or to expand existing plant capacity to produce more goods for trade; and the Fund typically invests in project finance deals
when the project has been largely completed and goods are being produced for export (i.e., transactions are of a short-term nature). No assurance can be given that the Fund’s investment objective will be achieved.
The Fund’s shareholder reports will be made available on FederatedHermes.com/us/FundInformation, and you will be notified and provided with a link each time a report is posted to the website. You may request
to receive paper reports from the Fund or from your financial intermediary, free of charge, at any time. You may also request to
receive documents through e-delivery.
Investing in the Fund’s Shares involves certain risks and should not constitute a complete investment program. Risks, including “Risk of Investing in Trade Finance Related Securities,” “Interest Rate Risk,” and “Risk of Investing in Derivative Contracts and Hybrid Instruments,” are described in the “Risk Factors” section beginning on page 22 of this prospectus.
The Fund’s Shares will not be listed on an exchange. It is not anticipated that a secondary market will develop. An investment in the Fund may not be suitable for investors who may need the money they invest in
a specified timeframe.
Not FDIC Insured ▪ May Lose Value ▪ No Bank Guarantee
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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Maximum Sales Load
as a Percentage of
Purchase Amount
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$541,077,412.00 [TO BE UPDATED BY AMENDMENT]
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$541,077,412.00 [TO BE UPDATED BY AMENDMENT]
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1
Common shares of beneficial interest (the “Shares”), designated as Institutional Shares and Service Shares, are continuously offered at current net asset
value (NAV), which will fluctuate.
2
Total proceeds to the Fund assume that all registered Shares will be sold in a continuous
offering. The proceeds may differ from that shown if other than
the then-current net asset value at which Shares are sold varies from that shown and/or
additional Shares are registered.
The date of this Prospectus is July __, 2025
Federated Securities Corp. (the “Distributor”) acts as the distributor of the Fund’s Shares, on a best efforts basis, subject to various conditions. The Fund has received exemptive relief from the SEC to, among other things, issue
multiple classes of Shares. The IS class (as defined below) may be purchased through the Distributor and the SS class (as defined below) may be purchased through advisers, brokers, dealers or banks that have entered into selling agreements
with the Distributor. Neither the Distributor nor any other adviser, broker, dealer or bank
is obligated to buy from the Fund any of the Shares.
Portfolio management strategies. Under normal market conditions, the Fund’s investment program will consist primarily of investing in trade finance related securities. It is the Adviser and Sub-Adviser’s (each as defined below) intent to focus the Fund’s investments in trade finance related securities.
The Fund seeks to provide investors with a portfolio that exceeds the ICE BofA US
Dollar 1-Month Deposit Offered Rate Constant Maturity Index with low volatility and low correlation to stock and
fixed income market returns as well as commodities. The Fund’s investments are expected to consist primarily of loans, or similar instruments used directly or indirectly to finance domestic and international trade and related infrastructure
projects. These are expected to include, but not be limited to, facilities for pre-export finance, process and commodities finance,
receivables financing, letters of credit and other documentary credits, promissory notes, bills of exchange and other negotiable
instruments. The Fund may gain exposure to such investments by way of purchase, assignment, participation, sub-participation,
guarantee, insurance, derivative or any other appropriate financial instrument. The Fund invests only in
funded letters of credit and other instruments that do not create unfunded commitments to lend. The Fund may also take
positions in more traditional assets including bonds, equities and foreign exchange instruments for the purpose of hedging
and investment. The Fund, from time to time, may also use currency forwards for hedging purposes. However, although
not generally anticipated to be used, the Fund reserves the flexibility to use derivative contracts and/or hybrid
instruments to implement elements of its investment strategy. Derivative investments made by the Fund are included within the Fund’s 80% policy and are calculated at market value. Under normal market conditions, the Fund will invest at
least 80% of its net assets, plus the amount of any borrowings for investment purposes, in trade finance related securities. Up to 20% of the Fund’s assets may be invested in other types of fixed-income securities and money market instruments.
Adviser and Sub-Adviser. The Fund’s investment adviser is Federated Investment Management Company (“FIMC” or the “Adviser”). As of December 31, 2024, FIMC and its affiliates managed approximately $829.6 billion. FIMC has engaged Federated Hermes (UK) LLP (the “Sub-Adviser”) as a sub-adviser to the Fund. As of December 31, 2024, the Sub-Adviser acted as investment adviser for and/or managed approximately $11.1 billion of assets. Under the supervision of the Adviser and oversight by the Board of Trustees of the Fund (the “Board”) and pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser, the Sub-Adviser will act as sub-investment
adviser to the Fund. The Sub-Adviser will have day-to-day portfolio management responsibilities for the Fund.
This prospectus contains information you should know before investing, including information
about risks. Please read it before you invest and keep it for future reference. Copies of the Fund’s semi-annual and annual reports, when available, may be obtained without charge by writing to the Fund at its address at 4000 Ericsson
Drive, Warrendale, Pennsylvania 15086-7561 or by calling the Fund at 1-855-328-0109. Copies of the Fund’s semi-annual and annual reports, when available, may also be obtained without charge at FederatedHermes.com/us. In addition, the SEC maintains a website (sec.gov) that contains the annual and semi-annual reports and other information regarding
registrants that file electronically with the SEC.
A Statement of Additional Information dated July __, 2025 (SAI) has been filed with the SEC and can be obtained without charge by calling 1-855-328-0109 or by writing to the Fund. Copies of the
SAI may also be obtained free of charge at FederatedHermes.com/us. This prospectus incorporates by reference the entire Statement of Additional Information. The Statement of Additional Information is available along with shareholder
reports and other Fund-related materials from the EDGAR database on the SEC’s internet site (sec.gov) or, upon payment of copying fees, by contacting the SEC by electronic mail at [email protected]. The Fund’s address is 4000 Ericsson Drive, Warrendale, PA 15086-7561.
The Fund’s shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other government agency.
You should rely only on the information contained or incorporated by reference in
this prospectus. The Fund has not, and the Distributor has not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it.
Neither the Fund nor the Distributor is making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information provided by this prospectus is accurate
as of any date other than the date on the front of this prospectus. The Fund’s business, financial condition and results of operations may have changed since the date of this prospectus.
Prospectus Summary
This is only a summary. This summary may not contain all of the information that you
should consider before investing in the Federated Hermes Project and Trade Finance Tender Fund’s Shares. You should review the more detailed information contained in this prospectus and in the Statement of Additional Information,
especially the information set forth under the heading “Investment Objectives and Policies” and “Risk Factors.”
Federated Hermes Project and Trade Finance Tender Fund (the “Fund”) commenced operations on December 7, 2016 and is a continuously offered, diversified, closed-end management investment company. The Fund’s investment objective is to provide total return primarily from income. No assurance can be given that the Fund’s investment objective will be achieved. The Fund’s investment adviser is Federated Investment Management Company (“FIMC” or the “Adviser”). Under the supervision of the Adviser and oversight by the Board of Trustees of the Fund (the “Board”) Federated Hermes (UK) LLP (the “Sub-Adviser”) will have day-to-day portfolio management responsibilities for the Fund.
The Fund continuously offers and sells two separate classes of common shares of beneficial interests (the “Shares”) designated as Institutional Shares (“IS class”) and Service Shares (“SS class”), each of which is subject to different investment minimums and fees and expenses, which may affect performance. The Fund has received exemptive relief from the U.S. Securities and Exchange Commission (“SEC”) to, among other things, issue multiple classes of Shares and impose asset-based distribution fees and early-withdrawal fees, as applicable (the “Multi-Class Exemptive Relief”). The Fund may offer other additional classes of Shares in the future with fees and expenses
that differ from the classes of Shares described in this Prospectus. The Fund does not currently intend to impose
any such asset-based distribution fees and early-withdrawal fees. The Fund’s SS class is subject to an annual shareholder servicing fee of up to a maximum of 0.25%; however, the SS class will only incur and pay up to 0.10% of such shareholder servicing fees. The SS class of the Fund will not incur and pay such fees to exceed 0.10% until such time as approved by the Board of Trustees (each individually a “Trustee” and collectively, the “Board”). The Fund may incur and pay certain recordkeeping fees on its SS class up to a maximum of 0.10%. No such fees are currently anticipated to be incurred
and paid by the SS class of the Fund. The SS class of the Fund will not incur and pay such fees until such time as
approved by the Board. The IS class is not subject to a shareholder servicing fee or recordkeeping fee. Investors who purchase
Shares in the offering, and other persons who acquire Shares and are admitted to the Fund by its Board, will become shareholders of the Fund (the “Shareholders”). All Shares issued prior to July __, 2025 were designated as Common Shares (“CS class”) in terms of rights accorded and expenses borne. Effective on July __, 2025, such issued Shares designated as the CS class were re-designated as the IS class. The Fund currently intends to accept purchases of Shares as of the last business
day of each calendar month, typically following 30 calendar days’ advance notice, which may be waived at the discretion of the Board, or at such other times as may be determined by the Board. All Shares are sold at the
most recently calculated net asset value per Share as of the date on which the purchase is accepted. The minimum initial
investment in the Fund’s IS class by any account is $100,000, and the minimum additional investment in the Fund’s IS class is $25,000. The minimum initial investment in the Fund’s SS class by any account is $50,000, and the minimum additional investment in the Fund’s SS class is $25,000. The minimum investment amounts may be reduced or waived. See “Purchase Terms.” At the discretion of the Board and provided that it is in the best interests of the Fund and Shareholders
to do so, the Fund intends to provide a limited degree of liquidity to the Shareholders by conducting repurchase offers
generally quarterly. In each repurchase offer, the Fund may offer to repurchase its Shares at their NAV on the relevant valuation date. See “Repurchases and Transfers of Shares.”
Investment Objective and Strategies
The Fund’s investment objective is to provide total return primarily from income. While there is no assurance that the Fund will achieve its investment objective it endeavors to do so by following the
strategies and policies described in this Prospectus.
The Fund pursues its investment objective primarily by investing in trade finance,
structured trade, export finance, import finance, supply chain financing and project finance assets of entities, including sovereign entities (“trade finance related securities”). Trade finance related securities primarily will be located in, or have exposure to, global emerging markets. Under normal circumstances, the Fund anticipates that approximately 75% or
more of its assets may be invested in trade finance related securities of companies or other entities (including sovereign
entities) primarily located in or
having exposure to global emerging markets. Trade finance transactions refer to the
capital needed to buy or sell, or import or export, products or other tangible goods. Project finance transactions are typically
used to build something tangible or to expand existing plant capacity to produce more goods for trade; and the Fund typically
invests in project finance deals when the project has been largely completed and goods are being produced for export
(i.e., transactions are of a short-term nature).
Under normal circumstances, the Fund intends to hold its positions through to maturity.
There are no limits on the Fund’s average-weighted maturity. However, under normal conditions, the Fund is anticipated to have an average dollar-weighted maturity of not more than 24 months. The Fund’s investments in trade finance related securities are often unrated but may also be below investment grade (or “junk” investments).
The Adviser and Sub-Adviser believe that trade finance is a risk mitigated asset class
and historically, while trade finance is not immune from default arising from credit or sovereign risk factors,
during these periods of financial stress, treatment of trade finance creditors typically has been preferential either formally
or informally as a result of:
■ The underlying use or purpose of funds (critical imports or key exports, governmental
economic priorities, etc.);
■ The types of transactional security (export contracts, escrow accounts, inventory,
fixed assets, etc.); and
■ The recognition of the economic benefit that is derived from trade generally.
For purposes of this Prospectus, the Adviser and Sub-Adviser, are sometimes referred
to together, as applicable, as the “Fund’s Adviser.”
During sovereign and corporate restructurings, trade finance related securities can
achieve differentiated treatment in a default and then recovery situation compared to other forms of debt.
The Fund’s investments are expected to consist primarily of loans, or similar instruments used to finance domestic and international trade and related infrastructure projects. These are expected to include,
but not be limited to, facilities for pre-export finance, process and commodities finance, receivables financing, letters
of credit and other documentary credits, promissory notes, bills of exchange and other negotiable instruments. The
Fund may engage in such investments by way of purchase, assignment, participation, guarantee, insurance, derivative or
any other appropriate financial instrument. The Fund invests only in funded letters of credit and other instruments
that do not create unfunded commitments to lend.
The Fund may invest without limitation in securities and obligations for which there
is no readily available trading market or which are otherwise illiquid, including trade finance securities and other
fixed-income or derivative instruments. The Fund may, from time to time, have larger allocations to certain broad market sectors,
such as the energy sector, in attempting to achieve its investment objective.
The Fund may also take positions in traditional assets including bonds, (investment-grade
or noninvestment-grade (otherwise known as “junk bonds”)) debt securities, equities, foreign exchange instruments, as well as derivatives for the purposes set forth below. There can be no assurance that the Fund’s use of derivatives will work as intended. Derivative investments made by the Fund are included within the Fund’s 80% policy (as described below) and are calculated at market value. The instruments in which the Fund invests may be guaranteed by the U.S.
government. A substantial portion of the Fund’s investments will be in obligations of non-U.S. issuers or borrowers, including those of issuers in emerging markets.
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in trade finance related securities. Up to 20% of the Fund’s assets may be invested in other types of fixed-income securities and money market instruments as described in this Prospectus. It is the Fund’s Adviser’s intent to focus the Fund’s investments in trade finance related securities.
Because the Fund refers to trade finance related securities in its name, it will notify
Shareholders at least 60 days in advance of any change in its investment policies that would enable the Fund to normally
invest less than 80% of its net assets, plus the amount of any borrowings for investment purposes, in trade finance
related securities.
Investment Selection Strategies
The Fund’s Adviser analyzes the risk-adjusted return characteristics of potential financings and conducts initial expected annual excess return calculations and due diligence analysis of the facility
and the obligor to evaluate if they are appropriate investments. Analysis includes:
Origination. Assess quality and track record of originator, define originator’s role in the transaction and define originator’s relationship with the borrower. At this stage, documents are reviewed such as, but not limited to: the offtake contracts, loan agreement, legal opinions, expert consultants’ reports, and insurance policies if applicable.
Obligor. A thorough review of obligor including, but not limited to: credit analysis, shareholders,
market position, access to capital markets and quality of audit/accounting firm. Typically, three years
of audited financials and projections are required, among other credit-analysis tools to make this assessment.
Country. A country’s credit rating, historic treatment of trade flows, the importance of the sector to this country and currency convertibility are all considered.
Sector. Evaluated under the following considerations: Strategic priority, critical imports,
foreign exchange earner, macro sector themes, and liquidity and tax/tariff issues.
Mitigants. The proposed transaction is also evaluated by its ability to mitigate risks such
as, but not limited to: country, production, quality, market, operational and payment issues risks, commodity, price,
environmental, country and legal. Documentation considerations are also examined closely.
The transaction is then analyzed for its portfolio suitability based upon:
Deal Structure. Tenor, grace period, amortization schedule, drawing conditions and financing structure
of the deal are thoroughly reviewed.
Deal Pricing. Relative value of spreads to market, value for risk and return projections are carefully
considered.
Portfolio. The tenor, yield target and concentration of the Fund’s portfolio are carefully considered. Concentration analysis includes region, country, and sector and obligor structure.
The Fund may temporarily depart from its principal investment strategies by investing
its assets in shorter-term debt securities and similar obligations or holding cash. It may do this in response to
unusual circumstances, such as: adverse market, economic, or other conditions (for example, to help avoid potential losses,
or during periods when there is a shortage of appropriate securities); to maintain liquidity to meet Shareholder redemptions;
or to accommodate cash inflows. It is possible that such investments could affect the Fund’s investment returns and/or the ability to achieve the Fund’s investment objectives.
ERISA PLANS AND OTHER TAX-EXEMPT ENTITIES
Investors subject to ERISA and other tax-exempt entities, including employee benefit
plans, individual retirement accounts (each, an IRA) and 401(k) Plans (collectively, “ERISA Plans”) may purchase Shares. Because the Fund is an investment company registered under the 1940 Act, the underlying assets of the Fund will not be considered to be “plan assets” of an ERISA Plan investing in the Fund for purposes of ERISA’s fiduciary responsibility and prohibited transaction rules. Thus, the Adviser will not be a fiduciary within the meaning of
ERISA with respect to the assets of any ERISA Plan that becomes a Shareholder, solely as a result of the ERISA Plan’s investment in the Fund.
The Adviser and Sub-Adviser
The Fund’s investment adviser is FIMC. As of December 31, 2024, FIMC and its affiliates managed approximately $829.6 billion. FIMC has engaged the Sub-Adviser as a sub-adviser to the Fund. As of December
31, 2024, the Sub-Adviser acted as investment adviser for and/or managed approximately $11.1 billion of assets. Under the supervision of the Adviser and oversight by the Board and pursuant to a sub-advisory agreement
between the Adviser and the Sub-Adviser, the Sub-Adviser will act as sub-investment adviser to the Fund. The Sub-Adviser
will have day-to-day portfolio management responsibilities for the Fund.
The Fund intends to make regular quarterly cash distributions to Shareholders. The
Fund will distribute annually any net short-term capital gain and any net capital gain (which is the excess of net long-term
capital gain over net short-term capital loss). Distributions to Shareholders cannot be assured, and the amount of
each quarterly distribution is likely to vary. See “Distributions” and “Federal Income Tax Matters.”
Dividend Reinvestment Plan
Each Shareholder will automatically be a participant under the Fund’s Dividend Reinvestment Plan (DRP) and have all income dividends and/or capital gains distributions automatically reinvested in Shares.
Election not to participate in the DRP and to receive all income dividends and/or capital gains distributions, if any,
in cash may be made by notice to the Fund or, if applicable, to a Shareholder’s broker or other intermediary (who should be directed to inform the Fund).
Closed-end FUND Structure–LIMITED LIQUIDITY
The Fund has been organized as a closed-end management investment company. Closed-end
funds differ from open-end management investment companies (commonly known as mutual funds) in that closed-end
fund shareholders do not have the right to redeem their shares on a daily basis. In order to meet daily redemption
requests, mutual funds are subject to more stringent regulatory limitations than closed-end funds. In particular, a mutual
fund generally may not invest more than 15% of its assets in illiquid securities.
The Fund will not list the Shares on any securities exchange, and it is not expected
that any secondary market will develop for the Shares. Shareholders will not be able to tender for repurchase their
Shares on a daily basis because the Fund is a closed-end fund. Shares may not currently be exchanged for shares of any
other fund. However, in order to provide liquidity, the Fund intends on a quarterly basis to conduct repurchase offers
for a portion of its outstanding Shares. An investment in the Fund is suitable only for investors who can bear the risks associated
with the limited liquidity of the Shares. Shares should be viewed as a long-term investment.
REPURCHASES OF SHARES BY THE FUND
Because the Fund is a closed-end fund, shareholders do not have the right to require
the Fund to repurchase any or all of their Shares. At the discretion of the Board and provided that it is in the best
interests of the Fund and Shareholders to do so, the Fund intends to provide a limited degree of liquidity to the Shareholders
by conducting repurchase offers generally quarterly (or more or less frequently as determined by the Board in its
discretion). In each repurchase offer, the Fund may offer to repurchase its Shares at their NAV on the relevant valuation date (each, a “Valuation Date”), which will occur on or before the expiration date of the repurchase offer (the “Expiration Date”). Each repurchase offer ordinarily will be limited to the repurchase of approximately 5-15% of the net asset value of
the Fund, although the Board can determine to authorize the Fund to repurchase in excess of 15% of the net asset value
of the Fund in its discretion. If the value of Shares tendered for repurchase exceeds the value the Fund intended to repurchase,
the Fund, in its sole discretion, may: (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)
under the Exchange Act of 1934, as amended (the “Exchange Act”); or (b) determine to repurchase less than the full number of Shares tendered. In the event less than the full number of Shares tendered will be repurchased, Shareholders
will have their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their
tendered Shares repurchased by the Fund. Shareholders tendering Shares for repurchase will be asked to give written notice
of their intent to do so as soon as practicable and in any event by no later than the date specified in the notice describing
the terms of the applicable repurchase offer (i.e., the Expiration Date). See “Repurchases and Transfers of Shares.”
The Expiration Date will be a date set by the Board occurring no sooner than twenty
(20) business days after the commencement date of the repurchase offer and at least ten (10) business days from
the date that notice of an increase or decrease in the percentage of the securities being sought or consideration offered
is first published, sent or given to Shareholders. The Expiration Date may be extended by the Fund in its sole discretion.
The Fund will not accept any repurchase request received by it or its designated agent after the Expiration Date.
The Fund has the right to repurchase Shares from a Shareholder if the Board determines
that the repurchase is in the best interests of the Fund or upon the occurrence of certain events specified in the Fund’s Declaration of Trust.
The Fund will repurchase Shares and remit the repurchase price to Shareholders within
five (5) business days after the Expiration Date.
Additional Liquidity Information: If a Shareholder submits Shares for repurchase by the Fund in accordance with the
tender offer procedures and the Fund has not repurchased all of those Shares within
three years from the Valuation Date of the applicable repurchase offer period, then the Fund will, in accordance with the
terms of its Declaration of Trust, be dissolved and liquidated. See “Repurchases and Transfers of Shares–No Right of Redemption” and “–Repurchases of Shares.”
Special Risk Considerations
The following describes various principal risks of investing in the Fund. A more detailed
description of these and other risks of investing in the Fund are described under “Risk Factors” in this prospectus and under “Investment Risks” in the Fund’s Statement of Additional Information.
Risk of Investing In Trade Finance Related Securities
The Fund pursues its investment objective by investing primarily in trade finance,
structured trade finance, export finance and project finance or related obligations of companies or other entities
(including sovereign entities) primarily located in or having exposure to global emerging markets. As such, the Fund is subject
to all of the risks typical to investments generally made in emerging markets, in addition to risks specific to the
trade finance asset class.
Emerging Markets. The Fund will make investments in emerging markets. Investors should be aware that
the risks associated with an investment in emerging markets are higher than those attached to
similar investments in developed countries. Investment in emerging markets involves risk factors and special considerations
which may not be typically associated with investing in more developed markets and are likely to include but
not be restricted to the following:
Political and Economic Factors: Political and economic change and instability may be more likely to occur and have
a greater effect on the economies and markets of emerging countries. Government policies,
taxation, restrictions on foreign investment and on currency convertibility and repatriation, currency fluctuations
and other developments in the laws and regulations of the relevant country could result in losses. In the event of nationalization,
expropriation, or other confiscation, the Fund could lose its entire investment in a foreign security.
Status of Loan Markets: In comparison with more developed primary and secondary loan markets, the emerging
market loan market is smaller, may experience reduced liquidity and as a result potentially
more volatile securities prices. This may result in greater volatility in the net asset value of the Fund than would be
the case if the investments were made in more developed markets. In addition, different transaction settlement and clearing
procedures, safe custody and registration procedures may be underdeveloped enhancing the chance of an error, fraud
or default, causing losses to the Fund. Such underdeveloped procedures may be unable to keep pace with the volume of
securities transactions or otherwise make it difficult to engage in such transactions. In addition, custodial
expenses for emerging market securities are generally higher than for developed market securities.
Legal Considerations: The legal infrastructure and accounting, auditing and reporting standards in emerging
markets may not provide the same degree of investor information or protection as would generally
apply in more developed markets. Certain investments in particular emerging markets may be subject to restrictions
which may limit the availability of attractive investment opportunities to the Fund. Furthermore, emerging markets
are generally not as efficient as those in more developed countries. In some cases, a market for the security may not exist locally
and therefore transactions may need to be made on a neighboring exchange.
Costs: Emerging markets securities may incur brokerage or stock transfer taxes or other
withholding taxes levied by foreign governments which may have the effect of increasing the cost of investment
and which may reduce the realized gain or increase the loss on such securities at the time of sale.
Regulation: The issuers of emerging markets securities or borrowers in emerging market countries,
such as companies, banks and other financial institutions, may be subject to less stringent regulation
than would be the case for issuers in developed countries, and therefore potentially carry greater risk.
Accounting Reporting Standards: The issuers of emerging market securities or borrowers in emerging market countries,
such as companies, banks and other financial institutions, may be subject to local
accounting and audit practices. These may differ from international accounting practices leading to a greater risk of financial
misreporting or misrepresentation.
Credit Ratings: Emerging market loans are often unrated but may also be below investment grade (or “junk” investments). The market values of corporate loans rated below investment grade and
comparable unrated securities tend to be more sensitive to company-specific developments and changes in economic conditions
than for higher rated securities. Issuers of these securities are often highly leveraged, so that their
ability to service debt obligations during an economic downturn may be impaired. In addition, such issuers may not have more traditional
methods of financing available to them, and may be unable to repay debt at maturity by refinancing. The
risk of loss due to default in payment of interest or principal by such issuers is significantly greater than in the case
of investment-grade securities. These securities may be subordinated to the prior payment of senior or secured indebtedness.
Taxation: Taxation of interest received by the Fund with respect to emerging market borrowers
may be subject to foreign taxes that may or may not be reclaimable. Trade finance related securities
may include methods to minimize such risks but no assurance can be given that such techniques will be successful. In addition,
markets in which the Fund invests may have less well developed or defined tax laws and procedures than in more developed
markets and this may adversely affect the level of tax suffered by investment in those markets. This may also include
the imposition of retroactive taxation which had not reasonably been anticipated in the valuation of the assets of the Fund.
This may result in uncertainty which could necessitate significant provisions being made for foreign taxes in the calculation
of the NAV of the Fund. The Fund intends to elect to be treated and to qualify each year as a regulated investment
company (RIC) under the Internal Revenue Code of 1986, as amended (the “Code”). In order to qualify as a RIC, the Fund must meet certain requirements regarding the source of its income and the diversification of its assets. Interest received
by the Fund in connection with its trade finance related investments will be qualifying income for purposes of such requirements,
but income from engaging in lending or other business activities would not be qualifying income. The Fund must
take into account the distinction between these types of income in structuring its participation in trade finance related
investments.
Additional risks associated with investing in foreign securities, and emerging markets
in particular, are discussed below under “Risks of Foreign Investing.”
Transportation and Warehousing Risk. Because of the transaction structuring involved, certain of the Fund’s investments will be backed by commodities or other trade finance goods in transit
or held in warehouses or physical assets such as plant or land. Negligence and fraud are always significant risks in transactions
involving the financing of such assets. The Fund may use methods to minimize such risks but no assurance can be given
that such efforts will be successful.
Legal Risk. Laws in emerging markets may be less sophisticated than in developed countries. Accordingly
the Fund may be subject to additional legal risks concerning its investments in the underlying
trade finance related security and in particular the effectiveness of various legal contracts that form the trade finance
related security such as loan documentation, local law security agreements and collateral management arrangements.
These include, but are not limited to, inadequate investor protection, unclear or contradictory legislation or regulations
and lack of enforcement thereof, ignorance or breach of legislation or regulations on the part of other market participants,
lack of legal redress and breaches of confidentiality. It may be difficult to obtain and enforce a judgment in certain
emerging markets against borrowers or against local assets which provide collateral or security in support of a specific
investment in a trade finance related security in which the Fund may be invested.
Collateral Price Risk. Many investment transactions may be supported or secured by underlying collateral,
which may include primary commodities, and other secondary or tertiary goods or physical assets.
The price of this commodity or asset collateral may be highly volatile in terms of value or subject to illiquidity
at the time of a required sale.
Liquidity. Trade finance investments are not listed on any stock exchange or securities market,
and the established or recognized market (if any) for the investments may be relatively small and/or poorly
developed, therefore trades may only be executed on a matched bargain basis and prices may not be published or be readily
available from an independent price source.
Market Risk. The profitability of the investment strategy of the Fund may depend on correct assessments
of the future course of credit spreads of trade finance loans and other investments by the Fund’s Adviser. There can be no assurance that the Fund’s Adviser will be able to accurately predict such price movements.
Specificity of Certain Investments. Certain securities in particular jurisdictions may only be held by entities (often
banks) resident in those jurisdictions, and not directly by the Fund. Depending on
the existence or otherwise and local interpretation of trust or fiduciary laws in the relevant jurisdiction, the Fund may
have the risk of such entity holding or registering such security. In the event of the insolvency of such an entity, the Fund
may only rank as an unsecured creditor and the whole or part of such security may be lost.
The Fund may also acquire participations, sub-participations or other interests in
emerging market debt, where the additional performance risk of the grantor of such interest will be taken, as well
as the risk of the underlying emerging market debt. In the event of the insolvency of the grantor, the relevant Fund would
only rank as an unsecured creditor and the whole or part of the relevant investments may be lost.
Prices of fixed-income securities rise and fall in response to changes in interest
rates. Generally, when interest rates rise, prices of fixed-income securities fall. However, market factors, such as the demand
for particular fixed-income securities, may cause the price of certain fixed-income securities to fall while the prices of
other securities rise or remain unchanged.
The longer the duration of a fixed-income security, the more susceptible it is to
interest rate risk. The duration of a fixed-income security may be equal to or shorter than the stated maturity of a fixed-income
security. Recent and potential future changes in monetary policy made by central banks and/or their governments are
likely to affect the level of interest rates. Duration measures the price sensitivity of a fixed-income security given a
change in interest rates. For example, if a fixed-income security has an effective duration of three years, a 1% increase in general
interest rates would be expected to cause the security’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the security’s value to increase about 3%.
It is possible that interest or principal on securities will not be paid when due.
Non-investment grade securities generally have a higher default risk than investment-grade securities. Such non-payment or default
may reduce the value of the Fund’s portfolio holdings, its share price and its performance.
Many fixed-income securities receive credit ratings from nationally recognized statistical
rating organizations (NRSROs) such as Fitch Ratings, Inc. (Fitch), Moody’s Investor Services, Inc. (Moody’s) and S&P Global Ratings (S&P) that assign ratings to securities by assessing the likelihood of an issuer and/or
guarantor default. Higher credit ratings correspond to lower perceived credit risk and lower credit ratings correspond to higher
perceived credit risk. Credit ratings may be upgraded or downgraded from time to time as an NRSRO’s assessment of the financial condition of a party obligated to make payments with respect to such securities and credit risk changes.
The impact of any credit rating downgrade can be uncertain. Credit rating downgrades may lead to increased interest
rates and volatility in financial markets, which in turn could negatively affect the value of the Fund’s portfolio holdings, its share price and its investment performance. Credit ratings are not a guarantee of quality. Credit ratings may lag
behind the current financial conditions of the issuer and/or guarantor and do not provide assurance against default or other
loss of money. Credit ratings do not protect against a decline in the value of a security. If a security has not received
a rating, the Fund must rely entirely upon the Adviser’s credit assessment.
Fixed-income securities generally compensate for greater credit risk by paying interest
at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security or other
appropriate benchmark with a comparable maturity (the “spread”) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread
will cause the price of the security to decline if interest rates remain unchanged.
Credit risk includes the possibility that a party to a transaction involving the Fund
will fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of the transaction or prevent
the Fund from selling or buying other securities to implement its investment strategy.
Prepayment and Extension Risk
During periods of declining interest rates or for other purposes, borrowers may exercise
their option to prepay principal earlier than scheduled which may force the Fund to reinvest in lower-yielding debt
instruments. 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, borrowers are less likely to prepay principal. 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.
Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. An increase in the likelihood of a call may reduce the security’s price.
If a fixed-income security is called, the Fund may have to reinvest the proceeds in
other fixed-income securities with lower interest rates, higher credit risks or other less favorable characteristics.
Trading opportunities are more limited for fixed-income securities that have not received
any credit ratings, have received any credit ratings below investment grade or are not widely held. These features
may make it more difficult to sell or buy a security at a favorable price or time. Consequently, the Fund may have
to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity,
any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility. Noninvestment-grade securities generally have less liquidity than investment-grade
securities.
Liquidity risk also refers to the possibility that the Fund may not be able to sell
a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue
to hold the security or keep the position open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded
contracts. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts
becomes restricted.
Loan instruments may not be readily marketable and may be subject to restrictions
on resale. In some cases, negotiations involved in disposing of loans may require weeks to complete. Thus, transactions
in loan instruments may take longer than seven days to settle. This could pose a liquidity risk to the Fund and, if the Fund’s exposure to such investments is substantial, could impair the Fund’s ability to meet shareholder redemptions in a timely manner. Additionally, collateral on loan instruments may consist of assets that may not be
readily liquidated, and there is no assurance that the liquidation of such assets will satisfy a borrower’s obligations under the instrument. Loans and other forms of indebtedness may be structured such that they are not securities under securities
laws. As such, it is unclear whether loans and other forms of direct indebtedness offer securities law protections,
such as those against fraud and misrepresentation. In the absence of definitive regulatory guidance, while there can
be no assurance that fraud or misrepresentation will not occur with respect to the loans and other investments in
which the Fund invests, the Fund relies on the Adviser’s research in an attempt to seek to avoid situations where fraud or misrepresentation could adversely affect the Fund.
Risk Associated with Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail
greater economic, credit and liquidity risks than investment-grade securities. For example, their prices are more
volatile, economic downturns and financial setbacks may affect their prices more negatively, and their trading market
may be more limited. These securities are considered speculative with respect to the issuer’s ability to pay interest and repay principal.
Companies with similar characteristics may be grouped together in broad categories
called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as
a whole. As the Adviser allocates more of the Fund’s portfolio holdings to a particular sector, the Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector.
Risk Related to the Economy
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global
economies. 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 volatility,
illiquidity and/or other potentially adverse effects in the financial markets, including the fixed-income market. The commencement,
continuation or ending of government policies and economic stimulus programs, changes in monetary policy,
increases or decreases in interest rates, or other factors or events that affect the financial markets, including the
fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and
other adverse effects, which could negatively impact the Fund’s performance. For example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result from a change in government
policies, and has the potential to cause investors to move out of certain portfolio securities, including fixed-income
securities, on a large scale. This may increase redemptions from funds that hold large amounts of certain securities and
may result in decreased liquidity and increased volatility in the financial markets. Market factors, such as the demand
for particular portfolio securities, may cause the price of certain portfolio securities to fall while the prices of other
securities rise or remain unchanged. Among other investments, lower-grade bonds and loans may be particularly sensitive to changes
in the economy.
Global economic, political and financial conditions, war or other military action
or political or economic sanctions, may, from time to time, and for varying periods of time, cause volatility, illiquidity,
shareholder repurchase requests, loss of value, or other potentially adverse effects in the financial markets, including
the fixed-income market. In particular, as a result of continued political tensions and armed conflicts, including
the Russian invasion of Ukraine commencing in February of 2022, the extent and ultimate result of which are unknown
at this time, the United States and the European Union, along with the regulatory bodies of a number of countries,
have imposed economic sanctions on certain Russian corporate entities and individuals, and certain sectors of Russia’s economy, which may result in, among other things, the continued devaluation of Russian currency, a downgrade in the country’s credit rating, and/or a decline in the value and liquidity of Russian securities, property or interests.
These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets,
impairing the ability of a fund to buy, sell, receive or deliver those securities and/or assets. These sanctions or the
threat of additional sanctions could also result in Russia taking counter measures or retaliatory actions, which may further
impair the value and liquidity of Russian securities. The United States and other nations or international organizations
may also impose additional economic sanctions or take other actions that may adversely affect Russia-exposed
issuers and companies in various sectors of the Russian economy. Any or all of these potential results could lead Russia’s economy into a recession. Economic sanctions and other actions against Russian institutions, companies, and
individuals resulting from the ongoing conflict may also have a substantial negative impact on other economies and
securities markets both regionally and globally, as well as on companies with operations in the conflict region,
the extent to which is unknown at this time.
Risk of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions
may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation
policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as
frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than
U.S. companies by market analysts and the financial press. In addition, foreign countries may lack uniform
accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S.
companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies
that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may
impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund’s investments.
Since many loan instruments involve parties (for example, lenders, borrowers and agent
banks) located in multiple jurisdictions outside of the United States, there is a risk that a security interest
in any related collateral may be unenforceable and obligations under the related loan agreements may not be binding.
Exchange rates for currencies fluctuate daily. The combination of currency risk and
market risks tends to make securities traded in foreign markets more volatile than securities traded exclusively
in the United States. The Adviser and Sub-Adviser attempt to manage currency risk by limiting the amount the Fund invests
in securities denominated in a particular currency. However, diversification will not protect the Fund against a
general increase in the value of the U.S. dollar relative to other currencies.
Investing in currencies or securities denominated in a foreign currency, entails risk
of being exposed to a currency that may not fully reflect the strengths and weaknesses of the economy of the country or
region utilizing the currency. Currency risk includes both the risk that currencies in which the Fund’s investments are traded, or currencies in which the Fund has taken an active investment position, will decline in value relative to the
U.S. dollar and, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being
hedged. In addition, it is possible that a currency (such as, for example, the euro) could be abandoned in the future by countries
that have already adopted its use, and the effects of such an abandonment on the applicable country and the rest of the
countries utilizing the currency are uncertain but could negatively affect the Fund’s investments denominated in the currency. If a currency used by a country or countries is replaced by another currency, the Fund’s Adviser would evaluate whether to continue to hold any investments denominated in such currency, or whether to purchase investments denominated
in the currency that replaces such currency, at the time. Such investments may continue to be held, or purchased,
to the extent consistent with the Fund’s investment objective and permitted under applicable law.
Many countries rely heavily upon export-dependent businesses and any strength in the
exchange rate between a currency and the U.S. dollar or other currencies can have either a positive or a negative
effect upon corporate profits and the performance of investments in the country or region utilizing the currency. Adverse
economic events within such country or region may increase the volatility of exchange rates against other currencies, subjecting the Fund’s investments denominated in such country’s or region’s currency to additional risks. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions
on the transferability, repatriation or convertibility of currency.
Leverage risk is created when an investment, which includes, for example, an investment
in a derivative contract, exposes the Fund to a level of risk that exceeds the amount invested. Changes in the
value of such an investment magnify the Fund’s risk of loss and potential for gain. Investments can have these same results if their returns are based on a multiple of a specified index, security or other benchmark.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund may use currency forwards for hedging purposes. In addition, although not
generally anticipated, the Fund reserves the flexibility to use other derivative contracts and/or hybrid instruments
to implement elements of its investment strategy. The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than,
the risks associated with investing directly in securities and other traditional investments. First, changes in the value
of the derivative contracts and hybrid instruments in which the Fund invests may not be correlated with changes in the value
of the underlying Reference Instruments or, if they are correlated, may move in the opposite direction than originally
anticipated. Second, while some strategies involving derivatives may reduce the risk of loss, they may also reduce
potential gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there
is a risk that derivative contracts and hybrid instruments may be erroneously priced or improperly valued and, as a result,
the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts and hybrid
instruments may have tax consequences to the Fund and its Shareholders. For example, derivative contracts and
hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains (which are treated
as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to Shareholders.
In addition, under certain circumstances certain derivative contracts and hybrid instruments may cause the Fund
to: (a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify,
as a return of capital, some or all of the distributions previously made to Shareholders during the fiscal year as dividend
income. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between
it and the Fund, if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant Shareholder redemptions
and/or a marked decrease in the market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing
the Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from
a decline in the value of a Reference Instrument. If the value of the Reference Instrument declines during the term of the
contract, the Fund makes a profit on the difference (less any payments the Fund is required to pay under the terms of the
contract). Any such strategy involves risk. There is no assurance that the Reference Instrument will decline in value during
the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating
a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund
to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin or fully
implementing its investment strategies. The central clearing of a derivative and trading of a contract over a SEF could reduce
the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts and hybrid
instruments may also involve other risks described in this Prospectus, such as interest rate, credit, currency, liquidity and
leverage risks.
The Fund is a closed-end investment company designed primarily for long-term investors
and is not intended to be a trading vehicle. The Fund does not currently intend to list Shares for trading on
any national securities exchange. There is no secondary trading market for Shares, and it is not expected that a secondary market
will develop. Shares therefore are not readily marketable. Because the Fund is a closed-end investment company, Shares
in the Fund may not be tendered for repurchase on a daily basis, and they may not be exchanged for shares of any other
fund. Although the Fund, at the discretion of the Board, will consider whether to make periodic repurchase offers
of its outstanding Shares at net asset value, Shares are significantly less liquid than shares of funds that trade on a stock
exchange. There is no guarantee that you will be able to sell all of your Shares that you desire to sell in any particular
repurchase offer.
Potential Consequences of Regular Repurchase Offers
The Fund’s repurchase offer policy may have the effect of decreasing the size of the Fund over time absent significant new investments in the Fund. It may also force the Fund to sell assets it would not
otherwise sell and/or to maintain an increased amount of cash or liquid investments at times. It may also reduce the investment
opportunities available to the Fund and cause its expense ratio to increase. In addition, because of the limited market for certain of the Fund’s private securities, the Fund may be forced to sell its more liquid securities, in order to
meet cash requirements for repurchases. This may have the effect of substantially increasing the Fund’s ratio of relatively more illiquid securities to relatively more liquid securities for the remaining investors. In addition, the Fund may be required
to maintain a portion of its portfolio in cash or cash equivalents. The amount may vary, but typically will be approximately
the amount of the outstanding repurchase offers (currently expected to be 5-15% of the net asset value of the Fund).
An allocation of cash or cash equivalents above the amount of the outstanding repurchase offers also may be maintained
to operate the Fund and effect its investment program. When the Fund holds cash or cash equivalents, it is unable
to invest those assets in other investments consistent with its investment objective and investment strategies, and
the Fund may receive less returns on such cash and cash equivalents as compared to such other investments. Accordingly, the Fund’s performance may be negatively impacted by holding cash or cash equivalents in such amounts.
A significant percentage of the Fund’s Shares may be owned or controlled by a large shareholder, such as other funds or accounts, including those of which the Adviser or an affiliate of the Adviser may
have investment discretion. Accordingly, the Fund can be subject to the potential for large scale inflows and outflows as a
result of purchases and redemptions made by significant shareholders. These inflows and outflows could be significant and,
if frequently occurring, could negatively affect the Fund’s net asset value and performance and could cause the Fund to buy or sell securities at inopportune times in order to meet purchase or redemption requests. Investments in the Fund by other
investment companies also can create conflicts of interests for the Adviser to the Fund and the investment adviser to the
acquiring fund. For example, a conflict of interest can arise due to the possibility that the investment adviser to the acquiring
fund could make a decision to redeem the acquiring fund’s investment in the Fund. In the case of an investment by an affiliated fund, a conflict of interest can arise if, because of the acquiring fund’s investment in the Fund, the Fund is able to garner more assets from third-party investors, thereby growing the Fund and increasing the management fees
received by the Adviser, which could also be the investment adviser to the acquiring fund.
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.
Summary of Fund Expenses
The purpose of the table below is to help you understand all fees and expenses that
you, as a Shareholder, would bear directly or indirectly.
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Shareholder Transaction Expenses
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Sales Load paid by you (as a percentage of offering price)
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Annual Expenses (percentage of net assets attributable to Shares)
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Acquired Fund Fees and Expenses
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Total Annual Fund Operating Expenses
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Fee Waiver and/or Expense Reimbursements5
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursements
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1
Effective at the open of business July 25, 2025, the Fund’s CS class was re-designated as IS class. References herein refer to the new class designation unless
2
Effective at the open of business July 25, 2025, the Fund’s SS class commenced operations.
3
“Other Expenses” include the Fund’s operating expenses, including professional fees, transfer agency fees, administration fees, custody fees, offering costs
and other operating expenses and are estimated for the current fiscal year.
4
The Fund may incur and pay certain service fees (shareholder services/account administration
fees) on its SS class of up to a maximum of 0.25%. The Fund will
incur and pay up to 0.10% of such fees for the SS class of the Fund. The SS class
of the Fund will not incur and pay such fees to exceed 0.10% until such time
as approved by the Fund’s Board.
5
The 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, proxy-related expenses, premiums
for risk insurance policies on portfolio securities and certain legal fees related to specific investments, if any) paid by the Fund’s IS and SS classes (after the
waivers and/or reimbursements) will not exceed 0.40% and 0.50% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”):
(a) August 1, 2026; or (b) the date of the Fund’s next effective Prospectus. While the 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 Fund’s Board.
The following example illustrates the expenses that you would pay on a $1,000 investment
in Shares, for the time periods indicated and then redeem or hold all of your Shares at the end of those periods
assuming: (1) total annual expenses of 0.64% and 0.74% for the IS class and the SS class, respectively, of net assets attributable to the Shares; and (2) a 5% annual return:*
The example should not be considered a representation of future expenses.
Actual expenses may be higher or lower.
*
The example assumes that the Operating Expenses remain the same for each year, and
that all dividends and distributions are reinvested at net asset value.
The Example does not reflect sales charges (loads) on reinvested dividends. If these
sales charges (loads) were included, your cost would be higher. Actual
expenses may be greater or less than those assumed. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown
Financial Information
The Financial Highlights will help you understand the Fund’s financial performance for its past ten fiscal years or since inception, if the life of the Fund is shorter. 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 or capital gains.
Effective at the open of business July 25, 2025, the Fund’s CS class was re-designated as the IS class. Also, effective at the open of business July 25, 2025, the Fund’s SS class commenced operations. The Financial Highlights presented are for the CS class for the fiscal years, or period, ended March 31.
This information has been audited by [], an independent registered public accounting firm, whose report, along with the Fund’s audited financial statements, is included in the Annual Report.
Financial Highlights
(For a Share Outstanding Throughout Each Period)
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Six Months
Ended
(unaudited)
9/30/2024
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Net Asset Value, Beginning of Period
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Income From Investment Operations:
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Net realized and unrealized gain (loss)
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TOTAL FROM
INVESTMENT OPERATIONS
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Distributions from net investment income
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Distributions from net realized gain
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Net Asset Value, End of Period
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Ratios to Average Net Assets:
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Expense waiver/reimbursement7
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Net assets, end of period (000 omitted)
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1
Reflects operations for the period from January 31, 2017 (date of initial public investment)
to March 31, 2017. During the period prior to date of initial
public investment, a distribution of $0.012 per share was made to the Adviser.
2
Per share numbers have been calculated using the average shares method.
3
Represents less than $0.01.
4
Based on net asset value. Total returns for periods of less than one year are not
annualized.
5
Amount does not reflect net expenses incurred by investment companies in which the
Fund may invest.
6
Computed on an annualized basis.
7
This expense decrease is reflected in both the net expense and the net investment
income ratios shown above. Amount does not reflect expense
waiver/reimbursement recorded by investment companies in which the Fund may invest.
8
Securities that mature are considered sales for purposes of this calculation.
Further information about the Fund’s performance is contained in the Fund’s Annual Report, dated March 31, 2025 [TO BE FILED BY AMENDMENT], which can be obtained free of charge.
The Fund
The Fund, which commenced operations on December 7, 2016, is a continuously offered,
diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Delaware statutory trust on June 30, 2016, pursuant to
a Certificate of Trust, which is governed by the laws of the State of Delaware. The Fund’s principal office is located at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561, and its telephone number is 1-855-328-0109. The Fund’s investment adviser is Federated Investment Management Company (“FIMC” or the “Adviser”). Under the supervision of the Adviser and oversight by the Board of Trustees of the Fund (the “Board”), Federated Hermes (UK) LLP (the “Sub-Adviser”) will have day-to-day portfolio management responsibilities of the Fund.
The net proceeds to the Fund will be invested in accordance with the Fund’s investment objectives and policies (as stated below) as soon as practicable. The Fund currently anticipates being able to
do so, under normal circumstances, within three months after receipt. Pending investment of the net proceeds in accordance with the Fund’s investment objectives and policies, the Fund will invest in high-quality, short-term debt securities,
cash and/or cash equivalents. Investors should expect, therefore, that before the Fund has fully invested the proceeds
of the offering in accordance with its investment objectives and policies, the Fund would earn interest income at a modest rate. If the Fund’s investments are delayed, the Fund could experience lower returns and a reduced distribution amount
or a distribution consisting principally of a return of capital.
Investment Objective and Policies
The investment objective of the Fund is to provide total return primarily from income. The Fund’s investment objective is non-fundamental, meaning that it can be changed by the Board without Shareholder approval.
While there is no assurance that the Fund will achieve its investment objective it
endeavors to do so by following the strategies and policies described in this Prospectus.
The Fund pursues its investment objective primarily by investing in trade finance,
structured trade, export finance, import finance, supply chain financing and project finance assets of entities, including sovereign entities (“trade finance related securities”). Trade finance related securities primarily will be located in, or have exposure to, global emerging markets. Under normal circumstances, the Fund anticipates that approximately 75% or
more of its assets may be invested in trade finance related securities of companies or other entities (including sovereign
entities) primarily located in or having exposure to global emerging markets. Trade finance transactions refer to the
capital needed to buy or sell, or import or export, products or other tangible goods. Project finance transactions are typically
used to build something tangible or to expand existing plant capacity to produce more goods for trade; and the Fund typically
invests in project finance deals when the project has been largely completed and goods are being produced for export
(i.e., transactions are of a short-term nature).
Under normal circumstances, the Fund intends to hold its positions through to maturity.
There are no limits on the Fund’s average-weighted maturity. However, under normal conditions, the Fund is anticipated to have an average dollar-weighted maturity of not more than 24 months. The Fund’s investments in trade finance related securities are often unrated but may also be below investment grade (or “junk” investments).
Primary Investment Policies
The Adviser and Sub-Adviser believe that trade finance is a risk mitigated asset class
and historically, while trade finance is not immune from default arising from credit or sovereign risk factors,
during these periods of financial stress, treatment of trade finance creditors typically has been preferential either formally
or informally as a result of:
■ The underlying use or purpose of funds (critical imports or key exports, governmental
economic priorities, etc.);
■ The types of transactional security (export contracts, escrow accounts, inventory,
fixed assets, etc.); and
■ The recognition of the economic benefit that is derived from trade generally.
For purposes of this Prospectus, the Adviser and Sub-Adviser, are sometimes referred
to together, as applicable, as the “Fund’s Adviser.”
During sovereign and corporate restructurings, trade finance related securities can
achieve differentiated treatment in a default and then recovery situation compared to other forms of debt.
The Fund’s investments are expected to consist primarily of loans, or similar instruments used to finance domestic and international trade and related infrastructure projects. These are expected to include,
but not be limited to, facilities for pre-export finance, process and commodities finance, receivables financing, letters
of credit and other documentary credits, promissory notes, bills of exchange and other negotiable instruments. The
Fund may engage in such investments by way of purchase, assignment, participation, guarantee, insurance, derivative or
any other appropriate financial instrument. The Fund invests only in funded letters of credit and other instruments
that do not create unfunded commitments to lend.
The Fund may invest without limitation in securities and obligations for which there
is no readily available trading market or which are otherwise illiquid, including trade finance securities and other
fixed-income or derivative instruments. The Fund may, from time to time, have larger allocations to certain broad market sectors,
such as the energy sector, in attempting to achieve its investment objective.
The Fund may also take positions in traditional assets including bonds, (investment-grade
or noninvestment-grade (otherwise known as “junk bonds”)) debt securities, equities, foreign exchange instruments, as well as derivatives for the purposes set forth below. There can be no assurance that the Fund’s use of derivatives will work as intended. Derivative investments made by the Fund are included within the Fund’s 80% policy (as described below) and are calculated at market value. The instruments in which the Fund invests may be guaranteed by the U.S.
government. A substantial portion of the Fund’s investments will be in obligations of non-U.S. issuers or borrowers, including those of issuers in emerging markets.
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in trade finance related securities. Up to 20% of the Fund’s assets may be invested in other types of fixed-income securities and money market instruments as described in this Prospectus. It is the Fund’s Adviser’s intent to focus the Fund’s investments in trade finance related securities.
Because the Fund refers to trade finance related securities in its name, it will notify
Shareholders at least 60 days in advance of any change in its investment policies that would enable the Fund to normally
invest less than 80% of its net assets, plus the amount of any borrowings for investment purposes, in trade finance
related securities.
The Fund’s Adviser analyzes the risk-adjusted return characteristics of potential financings and conducts initial expected annual excess return calculations and due diligence analysis of the facility
and the obligor to evaluate if they are appropriate investments. Analysis includes:
Origination. Assess quality and track record of originator, define originator’s role in the transaction and define originator’s relationship with the borrower. At this stage, documents are reviewed such as, but not limited to: the offtake contracts, loan agreement, legal opinions, expert consultants’ reports, and insurance policies if applicable.
Obligor. A thorough review of obligor including, but not limited to: credit analysis, shareholders,
market position, access to capital markets and quality of audit/accounting firm. Typically, three years
of audited financials and projections are required, among other credit-analysis tools to make this assessment.
Country. A country’s credit rating, historic treatment of trade flows, the importance of the sector to this country and currency convertibility are all considered.
Sector. Evaluated under the following considerations: Strategic priority, critical imports,
foreign exchange earner, macro sector themes, and liquidity and tax/tariff issues.
Mitigants. The proposed transaction is also evaluated by its ability to mitigate risks such
as, but not limited to: country, production, quality, market, operational and payment issues risks, commodity, price,
environmental, country and legal. Documentation considerations are also examined closely.
The transaction is then analyzed for its portfolio suitability based upon:
Deal Structure. Tenor, grace period, amortization schedule, drawing conditions and financing structure
of the deal are thoroughly reviewed.
Deal Pricing. Relative value of spreads to market, value for risk and return projections are carefully
considered.
Portfolio. The tenor, yield target and concentration of the Fund’s portfolio are carefully considered. Concentration analysis includes region, country, and sector and obligor structure.
The Fund may temporarily depart from its principal investment strategies by investing
its assets in shorter-term debt securities and similar obligations or holding cash. It may do this in response to
unusual circumstances, such as: adverse market, economic, or other conditions (for example, to help avoid potential losses,
or during periods when there is a shortage of appropriate securities); to maintain liquidity to meet Shareholder redemptions;
or to accommodate cash inflows. It is possible that such investments could affect the Fund’s investment returns and/or the ability to achieve the Fund’s investment objectives.
Primary Investment Types
The following provides general information on the Fund’s principal investments. The Fund’s Statement of Additional Information (SAI) provides information about the Fund’s non-principal investments and may provide additional information about the Fund’s principal investments.
Trade Finance Related Securities
The Fund’s Adviser will attempt to identify opportunities and invest the Fund’s assets in trade finance related securities. Specifically, these securities will consist of trade finance, structured trade finance,
project finance or export finance transactions where there is a flow of goods or services (typically of a cross-border
nature) and a financing need. These trade finance structures are subject to significant individual variation but typical
structures may include but not be limited to the following:
Buyer’s credit. An extension of credit typically made by a bank to a buyer of goods (i.e., importer)
to finance the purchase of goods under a commercial contract of sale.
Contract frustration and trade credit indemnity. An insurance policy issued by an insurer in favor of an insured (typically a supplier or a bank) that provides conditional coverage to the insured
against loss incurred as a result of non-payment/non-delivery by an obligor involved in a trade transaction.
Cross border leases. Cross border leases, often structured with insignificant residual value.
Export credit agency financing. A loan where an export credit agency act as lender, co-lender or guarantor.
Import finance. An extension of credit made to an importer that finances his imports.
Inventory finance. An extension of credit made to a borrowing entity (be it an importer or exporter)
secured against the physical inventory held and owned by that borrower. The inventory may be held in a
warehouse.
Letter of Credit (L/C). A written undertaking, or obligation, of a bank made at the request of its customer
(usually an importer) to honor or pay an exporter against presentation of trade documents that
comply with terms specified in the letter of credit.
Multilateral agency financing. A loan where a multilateral agency acts as either a lender or a co-lender. Such a
loan may benefit from preferred creditor status in the event of shortages of foreign exchange
that may be experienced by sovereign governments.
Pre-export finance. An extension of credit to an exporter before export of the goods has taken place.
This can be secured against the subject goods or sales proceeds, or unsecured.
Pre-payment agreement. An extension of credit to an exporter where the source of pay-back is dependent on
collections from the end purchaser. The difference between pre-export finance and
a pre-payment agreement is that the latter arrangement may involve the buyer of the goods as a contractual party and is
in effect a payment for goods in advance of delivery.
Project finance. Project finance transactions are typically used to build something tangible or to
expand existing plant capacity to produce more goods for trade; and the Fund typically invests in project
finance deals when the project has been largely completed and goods are being produced for export (i.e., transactions are
of a short-term nature). For example, the Fund may make investments in securities issued to finance the development of infrastructure
in the U.S. and outside of the U.S., including for example, highways, airports, water and sewage facilities, energy
distribution and telecommunication networks, schools, universities, hospitals and public housing.
Promissory notes, bills of exchange and other forms of negotiable instrument. A written promise to pay issued by (or drawn on) an obligor in favor of a beneficiary.
Receivables. Receivables or flows of receivables created in consideration for the transfer of
goods and services.
Supplier Credit. An extension of credit made by a supplier (or exporter) to an importer to finance
a purchase of goods. Banks or other lenders may purchase or participate in the credit instrument if the
instrument permits transfer.
Trade finance related loans and other loan assignments and participations. The Fund expects primarily to purchase trade finance loans and other loans by assignment, transfer or novation from a participant
in the original syndicate of lenders or from subsequent holders of such interests. When a loan is assigned, transferred
or novated, the Fund generally is a lender of record on the loan agreement and has full voting rights per the loan agreement.
The Fund may also purchase participations on a primary basis from a mandated lead arranger during the formation
of the original syndicate making such loans. Loan participations typically represent direct participations in a loan
to a corporate or other borrower, and generally are offered by banks or other financial institutions or on behalf of themselves
or the lending syndicate. The Fund may participate in such syndications, or can buy part of a loan, becoming a part lender.
When purchasing loan
participations, the Fund assumes the credit risk associated with the corporate or
other borrower and may assume the credit or counterparty risk associated with an interposed bank or other financial intermediary.
In addition, the Fund will be subject to the requirements of each loan agreement, which may differ. Typically, however,
taking action under a loan agreement requires action by more than one lender and, generally, no one lender, unless
they are at least a majority lender, can act unilaterally.
Fixed-income securities pay interest, dividends or distributions at a specified rate.
The rate may be a fixed percentage of the principal or may be adjusted periodically. In addition, the issuer of a fixed-income
security must repay the principal amount of the security, normally within a specified time. Fixed-income securities
provide more regular income than equity securities. However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed-income securities as compared
to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase or decrease depending upon whether it costs less (a “discount”) or more (a “premium”) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and
yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher
risks generally have higher yields.
The following describes the fixed-income securities in which the Fund principally
invests:
Treasury Securities (A Fixed-Income Security)
Treasury securities are direct obligations of the federal government of the United
States. Treasury securities are generally regarded as having minimal credit risks.
Government Securities (A Fixed-Income Security)
Government securities are issued or guaranteed by a federal agency or instrumentality
acting under federal authority. Some government securities, including those issued by Government National Mortgage Association (“Ginnie Mae”), are supported by the full faith and credit of the United States and are guaranteed only
as to the timely payment of interest and principal.
Other government securities receive support through federal subsidies, loans or other
benefits, but are not backed by the full faith and credit of the United States. For example, the U.S. Treasury is authorized
to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan
Bank System, Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal National Mortgage Association (“Fannie Mae”) in support of such obligations.
Some government agency securities have no explicit financial support and are supported
only by the credit of the applicable agency, instrumentality or corporation. The U.S. government has provided
financial support to Freddie Mac and Fannie Mae, but there is no assurance that it will support these or other agencies
in the future.
The Fund treats mortgage-backed securities guaranteed by a federal agency or instrumentality
as government securities. Although such a guarantee protects against credit risk, it does not eliminate it entirely
or reduce other risks.
Corporate Debt Securities (A Fixed-Income Security)
Corporate debt securities are fixed-income securities issued by businesses. Notes,
bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. The Fund may also
purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (“senior”) debt securities have a higher priority than lower ranking (“subordinated”) securities. This means that the issuer might not make payments on subordinated securities while continuing to
make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts
otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust-preferred and
capital-securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies
issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its
capital below regulatory requirements.
Asset-Backed Securities (A Fixed-Income Security)
Asset-backed securities are payable from pools of obligations other than mortgages.
Most asset-backed securities involve consumer or commercial debts with maturities of less than 10 years. However,
almost any type of fixed-income assets (including other fixed-income securities) may be used to create an asset-backed
security. Asset-backed securities may take the form of notes or pass-through certificates.
Lower-Rated, Fixed-Income Securities
Lower-rated, fixed-income securities are securities rated below investment grade (i.e.,
BB or lower) by a nationally recognized statistical rating organization (NRSRO). There is no minimal acceptable
rating for a security to be purchased or held by the Fund and the Fund may purchase or hold unrated securities and securities
whose issuers are in default.
Foreign securities are securities of issuers based outside the United States. To the
extent a Fund invests in securities included in its applicable broad-based securities market index, the Fund may consider
an issuer to be based outside the United States if the applicable index classifies the issuer as based outside the United
States. Accordingly, the Fund may consider an issuer to be based outside the United States if the issuer satisfies at
least one, but not necessarily all, of the following:
■ it is organized under the laws of, or has its principal office located in, another
country;
■ the principal trading market for its securities is in another country;
■ it (directly or through its consolidated subsidiaries) derived in its most current
fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed or
sales made in another country; or
■ it is classified by an applicable index as based outside the United States.
Foreign securities are primarily denominated in foreign currencies. Along with the
risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks
and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks.
Foreign Government Securities (A Type of Foreign Fixed-Income Security)
Foreign government securities generally consist of fixed-income securities supported
by national, state or provincial governments or similar political subdivisions. Foreign government securities also
include debt obligations of supranational entities, such as international organizations designed or supported by governmental
entities to promote economic reconstruction or development, international banking institutions and related government
agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the “World Bank”), the Asian Development Bank, the European Investment Bank and the Inter-American Development
Bank.
Foreign government securities also include fixed-income securities of quasi-governmental
agencies that are either issued by entities owned by a national, state or equivalent government or are obligations
of a political unit that are not backed by the national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities,
including quasi-governmental agencies.
Foreign Exchange Contracts
In order to convert U.S. dollars into the currency needed to buy a foreign security,
or to convert foreign currency received from the sale of a foreign security into U.S. dollars, the Fund may enter
into spot currency trades. In a spot trade, the Fund agrees to exchange one currency for another at the current exchange rate.
The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset. The exchange
rate for currency derivative contracts may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund’s exposure to currency risks.
Derivative contracts are financial instruments that derive their value from underlying
securities, commodities, currencies, indices, or other assets or instruments, including other derivative contracts (each a “Reference Instrument” and collectively, “Reference Instruments”). The most common types of derivative contracts are swaps, futures and options, and major asset classes include interest rates, equities, commodities and foreign exchange.
Each party to a derivative contract may sometimes be referred to as a “counterparty.” Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives. Other derivative contracts require payments relating to the income or
returns from, or changes in the market value of, a Reference Instrument. These types of derivatives are known as “cash-settled” derivatives since they require cash payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on exchanges. In these circumstances, the relevant
exchange sets all the terms of the contract except for the price. Parties to an exchange-traded derivative contract
make payments through the exchange. Most exchanges require traders to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin
accounts to reflect losses (or gains) in the value of their contracts. This protects traders against a potential default by
their counterparty. Trading contracts on an exchange also allows traders to hedge or mitigate certain risks or carry out more
complex trading strategies by entering into offsetting contracts.
The Fund may also trade derivative contracts over-the-counter (OTC), meaning off-exchange,
in transactions negotiated directly between the Fund and an eligible counterparty, which may be a financial institution.
OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to
close out than exchange-traded derivative contracts. In addition, OTC contracts with more specialized terms may be more difficult
to value than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the
enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Regulations enacted by the Commodity Futures Trading Commission (the “CFTC”) under the Dodd-Frank Act require the Fund to clear certain types of swap contracts (including certain interest rate and credit default swaps)
through a central clearinghouse known as a derivatives clearing organization (DCO).
To clear a swap through a DCO, the Fund will submit the contract to, and post margin
with, a futures commission merchant (FCM) that is a clearinghouse member. The Fund may enter into the swap with
a counterparty other than the FCM and arrange for the contract to be transferred to the FCM for clearing or enter
into the contract with the FCM itself. If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange (either a designated contract market (DCM) or swap execution facility
(SEF)). Central clearing is presently required only for certain swaps; the CFTC is expected to impose a mandatory
central clearing requirement for additional derivative instruments over time.
DCOs, DCMs, SEFs and FCMs are all subject to regulatory oversight by the CFTC. In
addition, certain derivative market participants that act as market makers and engage in a significant amount of “dealing” activity are also required to register as swap dealers with the CFTC. Among other things, swap dealers are subject
to minimum capital requirements and business conduct standards and must also post and collect initial and variation
margin on uncleared swaps with certain of their counterparties. Because of this, if the Fund enters into uncleared swaps
with any swap dealers, it may be subject to initial and variation margin requirements that could impact the Fund’s ability to enter into swaps in the OTC market, including making transacting in uncleared swaps significantly more expensive.
At this point in time, most of the Dodd-Frank Act has been fully implemented, though
a small number of remaining rulemakings are unfinished or are subject to phase-in periods. Any future regulatory
or legislative activity would not necessarily have a direct, immediate effect upon the Fund, though it is within the
realm of possibility that, upon implementation of these measures or any future measures, they could potentially limit
or completely restrict the ability of the Fund to use these instruments as a part of its investment strategy, increase the
costs of using these instruments or make them less effective.
Depending on how the Fund uses derivative contracts and the relationships between
the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference Instrument and may also expose the Fund to liquidity and leverage risks.
OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the contract, although
this risk may be mitigated by submitting the contract for clearing through a DCO, or certain other factors, such
as collecting margin from the counterparty.
As discussed above, a counterparty’s exposure under a derivative contract may in some cases be required to be secured with initial and/or variation margin (a form of “collateral”).
The Fund may invest in a derivative contract if it is permitted to own, invest in,
or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in
order to buy or sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following
specific types and/or combinations of derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another
party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract
to buy a Reference Instrument is commonly referred to as buying a contract or holding a long position in the asset.
Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short
position in the Reference Instrument. Futures contracts are considered to be commodity contracts. The Adviser has claimed
an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act with respect to the Fund and, therefore, is not subject to registration or regulation as a commodity pool operator under the Act with
respect to the Fund. Futures contracts traded OTC are frequently referred to as forward contracts. The Fund can buy or sell
financial futures (such as interest rate futures, index futures and security futures), as well as, currency futures and currency
forward contracts.
Option Contracts (A Type of Derivative)
Option contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the “exercise price”) during, or at the end of, a specified period. The seller (or “writer”) of the option receives a payment, or premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or “exercises”) the option. A call option gives the holder (buyer) the right to buy the Reference Instrument from the
seller (writer) of the option. A put option gives the holder the right to sell the Reference Instrument to the writer of
the option. Options may be bought or sold on a wide variety of Reference Instruments. Options that are written on futures contracts
will be subject to margin requirements similar to those applied to futures contracts.
Swap Contracts (A Type of Derivative)
A swap contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments. Swaps do not always involve
the delivery of the Reference Instruments by either party, and the parties might not own the Reference Instruments
underlying the swap. The payments are usually made on a net basis so that, on any given day, the Fund would receive
(or pay) only the amount by which its payment under the contract is less than (or exceeds) the amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a variety
of names. Common types of swaps in which the Fund may invest include, interest rate swaps, caps and floors,
total return swaps, credit default swaps and currency swaps.
Other Investments, Transactions, Techniques
Hybrid instruments combine elements of two different kinds of securities or financial
instruments (such as a derivative contract). Frequently, the value of a hybrid instrument is determined by reference
to changes in the value of a Reference Instrument (that is a designated security, commodity, currency, index or other asset
or instrument including a derivative contract). The Fund may use hybrid instruments only in connection with permissible
investment activities. Hybrid instruments can take on many forms including, but not limited to, the following forms.
First, a common form of a hybrid instrument combines elements of a derivative contract with those of another security
(typically a fixed-income security). In this case all or a portion of the interest or principal payable on a hybrid security
is determined by reference to changes in the price of a Reference Instrument. Second, hybrid instruments may include convertible
securities with conversion terms related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a
combination of the risks of investing in the Reference Instrument with the risks of investing in other securities, currencies
and derivative contracts. Thus, an investment in a hybrid instrument may entail significant risks in addition to those
associated with traditional investments or the Reference Instrument. Hybrid instruments are also potentially more volatile
than traditional securities or the Reference Instrument. Moreover, depending on the structure of the particular hybrid,
it may expose the Fund to leverage risks or carry liquidity risks.
Derivatives Regulation and Asset Coverage
The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial
change in recent years and such change may continue. In addition, effective August 19, 2022, Rule 18f-4 (the “Derivatives Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), replaced the asset segregation framework previously used by funds to comply with limitations on leverage imposed by the 1940 Act. The Derivatives Rule
generally mandates that a fund either limit derivatives exposure to 10% or less of its net assets, or in the alternative
implement: (i) limits on leverage calculated based value-at-risk (VAR); (ii) a written derivatives risk management program
(DRMP) administered by a derivatives risk manager appointed by the Fund’s Board, including a majority of the independent Board members, that is periodically reviewed by the Board; and (iii) new reporting and recordkeeping requirements.
Investment Ratings for Investment-Grade Securities
The Fund’s Adviser will determine whether a security is investment grade based upon the credit ratings given by one or more nationally recognized statistical rating organizations (NRSROs). For example,
S&P, an NRSRO, assigns ratings to investment-grade securities (AAA, AA, A and BBB) based on their assessment of the likelihood of the issuer’s inability to pay interest or principal (default) when due on each security. Lower credit ratings
correspond to higher credit risk. If a security has not received a rating, the Fund must rely entirely upon the Fund’s Adviser’s credit assessment that the security is comparable to investment grade. If a security is downgraded below the
minimum quality grade discussed above, the Fund’s Adviser will reevaluate the security, but will not be required to sell it.
Investment Ratings for NonInvestment-Grade Securities
Noninvestment-grade securities are rated below BBB- by an NRSRO. These bonds have
greater economic, credit and liquidity risks than investment-grade securities.
Illiquid securities are securities that the fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly
changing the market value of the investment. These may include private placements, repurchase agreements that the Fund
cannot dispose of within seven days, and securities eligible for resale under Rule 144A of the Securities Act of
1933.
Investing in Securities of Other Investment Companies
The Fund may invest its assets in securities of other investment companies, including
the securities of affiliated money market funds, as an efficient means of implementing its investment strategies, managing
its uninvested cash and/or other investment reasons consistent with the Fund’s investment objective and investment strategies. These other investment companies, which may include shares of an affiliated fund, including a money market
fund, are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne
indirectly by the Fund in connection with any such investment. These investments also can create conflicts of interest
for the Adviser to the Fund and the investment adviser to the acquired fund. For example, a conflict of interest can arise
due to the possibility that the Adviser to the Fund could make a decision to redeem the Fund’s investment in the acquired fund. In the case of an investment in an affiliated fund, a conflict of interest can arise if, because of the Fund’s investment in the acquired fund, the acquired fund is able to garner more assets, thereby growing the acquired fund and increasing
the management fees received by the investment adviser to the acquired fund, which would either be the Adviser or an affiliate
of the Adviser. However, the Adviser believes that the benefits and efficiencies of making investments in other
investment companies should outweigh the potential additional fees and/or expenses and resulting conflicts of interest.
The Fund may invest in money market securities directly.
Additional Information Regarding the Security Selection Process
As part of analysis in its security selection process, among other factors, the Fund’s Adviser also evaluates whether environmental, social and governance factors could have positive or negative impact
on the risk profiles of many issuers or guarantors in the universe of securities in which the Fund may invest. The Fund’s Adviser may also consider information derived from active engagements conducted by its engagement and stewardship affiliate with certain issuers or guarantors on environmental, social and governance topics. This qualitative analysis does not
automatically result in including or excluding specific securities but may be used by Federated Hermes as an additional
input in its primary analysis.
An investment in the Fund involves investment risks. Therefore, it is possible to
lose some or all of your money by investing in the Fund. The following provides general information on the risks associated with the Fund’s principal investments. Any additional risks associated with the Fund’s non-principal investments are described in the Fund’s SAI. The Fund’s SAI also may provide additional information about the risks associated with the Fund’s principal investments.
Risk of Investing In Trade Finance Related Securities
The Fund pursues its investment objective by investing primarily in trade finance,
structured trade finance, export finance and project finance or related obligations of companies or other entities
(including sovereign entities) primarily located in or having exposure to global emerging markets. As such, the Fund is subject
to all of the risks typical to investments generally made in emerging markets, in addition to risks specific to the
trade finance asset class.
Emerging Markets. The Fund will make investments in emerging markets. Investors should be aware that
the risks associated with an investment in emerging markets are higher than those attached to
similar investments in developed countries. Investment in emerging markets involves risk factors and special considerations
which may not be typically associated with investing in more developed markets and are likely to include but
not be restricted to the following:
Political and Economic Factors: Political and economic change and instability may be more likely to occur and have
a greater effect on the economies and markets of emerging countries. Government policies,
taxation, restrictions on foreign investment and on currency convertibility and repatriation, currency fluctuations
and other developments in the laws and regulations of the relevant country could result in losses. In the event of nationalization,
expropriation, or other confiscation, the Fund could lose its entire investment in a foreign security.
Status of Loan Markets: In comparison with more developed primary and secondary loan markets, the emerging
market loan market is smaller, may experience reduced liquidity and as a result potentially
more volatile securities prices. This may result in greater volatility in the net asset value of the Fund than would be
the case if the investments were made in more developed markets. In addition, different transaction settlement and clearing
procedures, safe custody and registration procedures may be underdeveloped enhancing the chance of an error, fraud
or default, causing losses to the Fund. Such underdeveloped procedures may be unable to keep pace with the volume of
securities transactions or otherwise make it difficult to engage in such transactions. In addition, custodial
expenses for emerging market securities are generally higher than for developed market securities.
Legal Considerations: The legal infrastructure and accounting, auditing and reporting standards in emerging
markets may not provide the same degree of investor information or protection as would generally
apply in more developed markets. Certain investments in particular emerging markets may be subject to restrictions
which may limit the availability of attractive investment opportunities to the Fund. Furthermore, emerging markets
are generally not as efficient as those in more developed countries. In some cases, a market for the security may not exist locally
and therefore transactions may need to be made on a neighboring exchange.
Costs: Emerging markets securities may incur brokerage or stock transfer taxes or other
withholding taxes levied by foreign governments which may have the effect of increasing the cost of investment
and which may reduce the realized gain or increase the loss on such securities at the time of sale.
Regulation: The issuers of emerging markets securities or borrowers in emerging market countries,
such as companies, banks and other financial institutions, may be subject to less stringent regulation
than would be the case for issuers in developed countries, and therefore potentially carry greater risk.
Accounting Reporting Standards: The issuers of emerging market securities or borrowers in emerging market countries,
such as companies, banks and other financial institutions, may be subject to local
accounting and audit practices. These may differ from international accounting practices leading to a greater risk of financial
misreporting or misrepresentation.
Credit Ratings: Emerging market loans are often unrated but may also be below investment grade (or “junk” investments). The market values of corporate loans rated below investment grade and
comparable unrated securities tend to be more sensitive to company-specific developments and changes in economic conditions
than for higher rated securities. Issuers of these securities are often highly leveraged, so that their
ability to service debt obligations during an economic downturn may be impaired. In addition, such issuers may not have more traditional
methods of financing available to them, and may be unable to repay debt at maturity by refinancing. The
risk of loss due to default in payment of interest or principal by such issuers is significantly greater than in the case
of investment-grade securities. These securities may be subordinated to the prior payment of senior or secured indebtedness.
Taxation: Taxation of interest received by the Fund with respect to emerging market borrowers
may be subject to foreign taxes that may or may not be reclaimable. Trade finance related securities
may include methods to minimize such risks but no assurance can be given that such techniques will be successful. In addition,
markets in which the Fund invests may have less well developed or defined tax laws and procedures than in more developed
markets and this may adversely affect the level of tax suffered by investment in those markets. This may also include
the imposition of retroactive taxation which had not reasonably been anticipated in the valuation of the assets of the Fund.
This may result in uncertainty which could necessitate significant provisions being made for foreign taxes in the calculation
of the NAV of the Fund. The Fund intends to elect to be treated and to qualify each year as a RIC under the Code. In
order to qualify as a RIC, the Fund must meet certain requirements regarding the source of its income and the diversification
of its assets. Interest received by the Fund in connection with its trade finance related investments will be qualifying income
for purposes of such requirements, but income from engaging in lending or other business activities would not be qualifying
income. The Fund must take into account the distinction between these types of income in structuring its participation
in trade finance related investments.
Additional risks associated with investing in foreign securities, and emerging markets
in particular, are discussed below under “Risks of Foreign Investing.”
Transportation and Warehousing Risk. Because of the transaction structuring involved, certain of the Fund’s investments will be backed by commodities or other trade finance goods in transit
or held in warehouses or physical assets such as plant or land. Negligence and fraud are always significant risks in transactions
involving the financing of such assets. The Fund may use methods to minimize such risks but no assurance can be given
that such efforts will be successful.
Legal Risk. Laws in emerging markets may be less sophisticated than in developed countries. Accordingly
the Fund may be subject to additional legal risks concerning its investments in the underlying
trade finance related security and in particular the effectiveness of various legal contracts that form the trade finance
related security such as loan documentation, local law security agreements and collateral management arrangements.
These include, but are not limited to, inadequate investor protection, unclear or contradictory legislation or regulations
and lack of enforcement thereof,
ignorance or breach of legislation or regulations on the part of other market participants,
lack of legal redress and breaches of confidentiality. It may be difficult to obtain and enforce a judgment in certain
emerging markets against borrowers or against local assets which provide collateral or security in support of a specific
investment in a trade finance related security in which the Fund may be invested.
Collateral Price Risk. Many investment transactions may be supported or secured by underlying collateral,
which may include primary commodities, and other secondary or tertiary goods or physical assets.
The price of this commodity or asset collateral may be highly volatile in terms of value or subject to illiquidity
at the time of a required sale.
Liquidity. Trade finance investments are not listed on any stock exchange or securities market,
and the established or recognized market (if any) for the investments may be relatively small and/or poorly
developed, therefore trades may only be executed on a matched bargain basis and prices may not be published or be readily
available from an independent price source.
Market Risk. The profitability of the investment strategy of the Fund may depend on correct assessments
of the future course of credit spreads of trade finance loans and other investments by the Fund’s Adviser. There can be no assurance that the Fund’s Adviser will be able to accurately predict such price movements.
Specificity of Certain Investments. Certain securities in particular jurisdictions may only be held by entities (often
banks) resident in those jurisdictions, and not directly by the Fund. Depending on
the existence or otherwise and local interpretation of trust or fiduciary laws in the relevant jurisdiction, the Fund may
have the risk of such entity holding or registering such security. In the event of the insolvency of such an entity, the Fund
may only rank as an unsecured creditor and the whole or part of such security may be lost.
The Fund may also acquire participations, sub-participations or other interests in
emerging market debt, where the additional performance risk of the grantor of such interest will be taken, as well
as the risk of the underlying emerging market debt. In the event of the insolvency of the grantor, the relevant Fund would
only rank as an unsecured creditor and the whole or part of the relevant investments may be lost.
Prices of fixed-income securities rise and fall in response to changes in interest
rates. Generally, when interest rates rise, prices of fixed-income securities fall. However, market factors, such as the demand
for particular fixed-income securities, may cause the price of certain fixed-income securities to fall while the prices of
other securities rise or remain unchanged.
The longer the duration of a fixed-income security, the more susceptible it is to
interest rate risk. The duration of a fixed-income security may be equal to or shorter than the stated maturity of a fixed-income
security. Recent and potential future changes in monetary policy made by central banks and/or their governments are
likely to affect the level of interest rates. Duration measures the price sensitivity of a fixed-income security given a
change in interest rates. For example, if a fixed-income security has an effective duration of three years, a 1% increase in general
interest rates would be expected to cause the security’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the security’s value to increase about 3%.
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.
Many fixed-income securities receive credit ratings from nationally recognized statistical
rating organizations (NRSROs) such as Fitch, Moody’s and S&P that assign ratings to securities by assessing the likelihood of an issuer and/or guarantor default. Higher credit ratings correspond to lower perceived credit risk
and lower credit ratings correspond to higher perceived credit risk. Credit ratings may be upgraded or downgraded from time to time as an NRSRO’s assessment of the financial condition of a party obligated to make payments with respect to such
securities and credit risk changes. The impact of any credit rating downgrade can be uncertain. Credit rating downgrades
may lead to increased interest rates and volatility in financial markets, which in turn could negatively affect the value of the Fund’s portfolio holdings, its share price and its investment performance. Credit ratings are not a guarantee of
quality. Credit ratings may lag behind the current financial conditions of the issuer and/or guarantor and do not provide assurance
against default or other loss of money. Credit ratings do not protect against a decline in the value of a security.
If a security has not received a rating, the Fund must rely entirely upon the Adviser’s credit assessment.
Fixed-income securities generally compensate for greater credit risk by paying interest
at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security or other
appropriate benchmark with a comparable maturity (the “spread”) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread
will cause the price of the security to decline if interest rates remain unchanged.
Counterparty Credit Risk
Credit risk includes the possibility that a party to a transaction involving the Fund
will fail to meet its obligations. This could cause the Fund to lose money or to lose the benefit of the transaction or prevent
the Fund from selling or buying other securities to implement its investment strategy.
PREPAYMENT AND EXTENSION RISK
During periods of declining interest rates or for other purposes, borrowers may exercise
their option to prepay principal earlier than scheduled which may force the Fund to reinvest in lower-yielding debt
instruments. 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, borrowers are less likely to prepay principal. 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.
Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a “call”) at a price below its current market price. An increase in the likelihood of a call may reduce the security’s price.
If a fixed-income security is called, the Fund may have to reinvest the proceeds in
other fixed-income securities with lower interest rates, higher credit risks or other less favorable characteristics.
Trading opportunities are more limited for fixed-income securities that have not received
any credit ratings, have received any credit ratings below investment grade or are not widely held. These features
may make it more difficult to sell or buy a security at a favorable price or time. Consequently, the Fund may have
to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity,
any of which could have a negative effect on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility. Noninvestment-grade securities generally have less liquidity than investment-grade
securities.
Liquidity risk also refers to the possibility that the Fund may not be able to sell
a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue
to hold the security or keep the position open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded
contracts. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts
becomes restricted.
Loan instruments may not be readily marketable and may be subject to restrictions
on resale. In some cases, negotiations involved in disposing of loans may require weeks to complete. Thus, transactions
in loan instruments may take longer than seven days to settle. This could pose a liquidity risk to the Fund and, if the Fund’s exposure to such investments is substantial, could impair the Fund’s ability to meet shareholder redemptions in a timely manner. Additionally, collateral on loan instruments may consist of assets that may not be
readily liquidated, and there is no assurance that the liquidation of such assets will satisfy a borrower’s obligations under the instrument. Loans and other forms of indebtedness may be structured such that they are not securities under securities
laws. As such, it is unclear whether loans and other forms of direct indebtedness offer securities law protections,
such as those against fraud and misrepresentation. In the absence of definitive regulatory guidance, while there can
be no assurance that fraud or misrepresentation will not occur with respect to the loans and other investments in
which the Fund invests, the Fund relies on the Adviser’s research in an attempt to seek to avoid situations where fraud or misrepresentation could adversely affect the Fund.
Risk Associated with Noninvestment-Grade Securities
Securities rated below investment grade, also known as junk bonds, generally entail
greater economic, credit and liquidity risks than investment-grade securities. For example, their prices are more
volatile, economic downturns and financial setbacks may affect their prices more negatively, and their trading market
may be more limited. These securities are considered speculative with respect to the issuer’s ability to pay interest and repay principal.
Companies with similar characteristics may be grouped together in broad categories
called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as
a whole. As the Adviser allocates more of the Fund’s portfolio holdings to a particular sector, the Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector.
RISK RELATED TO THE ECONOMY
The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets based on negative developments in the U.S. and global
economies. 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 volatility,
illiquidity and/or other potentially adverse effects in the financial markets, including the fixed-income market. The commencement,
continuation or ending of government policies and economic stimulus programs, changes in monetary policy,
increases or decreases in interest rates, or other factors or events that affect the financial markets, including the
fixed-income markets, may contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and
other adverse effects, which could negatively impact the Fund’s performance. For example, the value of certain portfolio securities may rise or fall in response to changes in interest rates, which could result from a change in government
policies, and has the potential to cause investors to move out of certain portfolio securities, including fixed-income
securities, on a large scale. This may increase redemptions from funds that hold large amounts of certain securities and
may result in decreased liquidity and increased volatility in the financial markets. Market factors, such as the demand
for particular portfolio securities, may cause the price of certain portfolio securities to fall while the prices of other
securities rise or remain unchanged. Among other investments, lower-grade bonds and loans may be particularly sensitive to changes
in the economy.
Global economic, political and financial conditions, war or other military action
or political or economic sanctions, may, from time to time, and for varying periods of time, cause volatility, illiquidity,
shareholder repurchase requests, loss of value, or other potentially adverse effects in the financial markets, including
the fixed-income market. In particular, as a result of continued political tensions and armed conflicts, including
the Russian invasion of Ukraine commencing in February of 2022, the extent and ultimate result of which are unknown
at this time, the United States and the European Union, along with the regulatory bodies of a number of countries,
have imposed economic sanctions on certain Russian corporate entities and individuals, and certain sectors of Russia’s economy, which may result in, among other things, the continued devaluation of Russian currency, a downgrade in the country’s credit rating, and/or a decline in the value and liquidity of Russian securities, property or interests.
These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets,
impairing the ability of a fund to buy, sell, receive or deliver those securities and/or assets. These sanctions or the
threat of additional sanctions could also result in Russia taking counter measures or retaliatory actions, which may further
impair the value and liquidity of Russian securities. The United States and other nations or international organizations
may also impose additional economic sanctions or take other actions that may adversely affect Russia-exposed
issuers and companies in various sectors of the Russian economy. Any or all of these potential results could lead Russia’s economy into a recession. Economic sanctions and other actions against Russian institutions, companies, and
individuals resulting from the ongoing conflict may also have a substantial negative impact on other economies and
securities markets both regionally and globally, as well as on companies with operations in the conflict region,
the extent to which is unknown at this time.
Risk of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions
may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation
policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as
frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than
U.S. companies by market analysts and the financial press. In addition, foreign countries may lack uniform
accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S.
companies. These factors may prevent the Fund and its Adviser from obtaining information concerning foreign companies
that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may
impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of the Fund’s investments.
Since many loan instruments involve parties (for example, lenders, borrowers and agent
banks) located in multiple jurisdictions outside of the United States, there is a risk that a security interest
in any related collateral may be unenforceable and obligations under the related loan agreements may not be binding.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and
market risks tends to make securities traded in foreign markets more volatile than securities traded exclusively
in the United States. The Adviser and Sub-Adviser attempt to manage currency risk by limiting the amount the Fund invests
in securities denominated in a particular currency. However, diversification will not protect the Fund against a
general increase in the value of the U.S. dollar relative to other currencies.
Investing in currencies or securities denominated in a foreign currency, entails risk
of being exposed to a currency that may not fully reflect the strengths and weaknesses of the economy of the country or
region utilizing the currency. Currency risk includes both the risk that currencies in which the Fund’s investments are traded, or currencies in which the Fund has taken an active investment position, will decline in value relative to the
U.S. dollar and, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being
hedged. In addition, it is possible that a currency (such as, for example, the euro) could be abandoned in the future by countries
that have already adopted its use, and the effects of such an abandonment on the applicable country and the rest of the
countries utilizing the currency are uncertain but could negatively affect the Fund’s investments denominated in the currency. If a currency used by a country or countries is replaced by another currency, the Fund’s Adviser would evaluate whether to continue to hold any investments denominated in such currency, or whether to purchase investments denominated
in the currency that replaces such currency, at the time. Such investments may continue to be held, or purchased,
to the extent consistent with the Fund’s investment objective and permitted under applicable law.
Many countries rely heavily upon export-dependent businesses and any strength in the
exchange rate between a currency and the U.S. dollar or other currencies can have either a positive or a negative
effect upon corporate profits and the performance of investments in the country or region utilizing the currency. Adverse
economic events within such country or region may increase the volatility of exchange rates against other currencies, subjecting the Fund’s investments denominated in such country’s or region’s currency to additional risks. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions
on the transferability, repatriation or convertibility of currency.
Leverage risk is created when an investment, which includes, for example, an investment
in a derivative contract, exposes the Fund to a level of risk that exceeds the amount invested. Changes in the
value of such an investment magnify the Fund’s risk of loss and potential for gain. Investments can have these same results if their returns are based on a multiple of a specified index, security or other benchmark.
Risk of Investing in Derivative Contracts and Hybrid Instruments
The Fund may use currency forwards for hedging purposes. In addition, although not
generally anticipated, the Fund reserves the flexibility to use other derivative contracts and/or hybrid instruments
to implement elements of its investment strategy. The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than,
the risks associated with investing directly in securities and other traditional investments. First, changes in the value
of the derivative contracts and hybrid instruments in which the Fund invests may not be correlated with changes in the value
of the underlying Reference Instruments or, if they are correlated, may move in the opposite direction than originally
anticipated. Second, while some strategies involving derivatives may reduce the risk of loss, they may also reduce
potential gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there
is a risk that derivative contracts and hybrid instruments may be erroneously priced or improperly valued and, as a result,
the Fund may need to make increased cash payments to the counterparty. Fourth, exposure to derivative contracts and hybrid
instruments may have tax consequences to the Fund and its Shareholders. For example, derivative contracts and
hybrid instruments may cause the Fund to realize increased ordinary income or short-term capital gains (which are treated
as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to Shareholders.
In addition, under certain circumstances certain derivative contracts and hybrid instruments may cause the Fund
to: (a) incur an excise tax on a portion of the income related to those contracts and instruments; and/or (b) reclassify,
as a return of capital, some or all of the distributions previously made to Shareholders during the fiscal year as dividend
income. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between
it and the Fund, if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant Shareholder redemptions
and/or a marked decrease in the market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing
the Fund from fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from
a decline in the value of a Reference Instrument. If the value of the Reference Instrument declines during the term of the
contract, the Fund makes a profit on
the difference (less any payments the Fund is required to pay under the terms of the
contract). Any such strategy involves risk. There is no assurance that the Reference Instrument will decline in value during
the term of the contract and make a profit for the Fund. The Reference Instrument may instead appreciate in value creating
a loss for the Fund. Seventh, a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund
to losses, increase its costs, or prevent the Fund from entering or exiting derivative positions, accessing margin or fully
implementing its investment strategies. The central clearing of a derivative and trading of a contract over a SEF could reduce
the liquidity in, or increase costs of entering into or holding, any contracts. Finally, derivative contracts and hybrid
instruments may also involve other risks described in this Prospectus, such as interest rate, credit, currency, liquidity and
leverage risks.
The Fund is a closed-end investment company designed primarily for long-term investors
and is not intended to be a trading vehicle. The Fund does not currently intend to list Shares for trading on
any national securities exchange. There is no secondary trading market for Shares, and it is not expected that a secondary market
will develop. Shares therefore are not readily marketable. Because the Fund is a closed-end investment company, Shares
in the Fund may not be tendered for repurchase on a daily basis, and they may not be exchanged for shares of any other
fund.
Although the Fund, at the discretion of the Board, will consider whether to make periodic
repurchase offers of its outstanding Shares at net asset value, Shares are significantly less liquid than shares
of funds that trade on a stock exchange. There is no guarantee that you will be able to sell all of your Shares that
you desire to sell in any particular repurchase offer. If a repurchase offer is oversubscribed by Shareholders holding
Shares of the Fund, the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder. The
potential for pro-ration may cause some investors to tender more Shares for repurchase than they otherwise would wish
to have repurchased. In addition, in extreme cases, the Fund may not be able to complete repurchases due to the Fund’s holding of illiquid investments. In that event, you may be able to sell your Shares only if you are able to find an investor
willing to purchase your Shares. Any such sale may have to be negotiated at unfavorable prices and must comply with applicable
securities laws and must be approved by the Board. Due to the requirements regarding tenders offers and the frequency
with which the Fund expects to offer to repurchase Shares, in the event the Fund makes repurchase offers it is
unlikely that the Fund will be able to extend the expiration date of, or increase the amount of, any repurchase offer, which
may result in an investor needing to subscribe to more than one repurchase offer to exit the Fund in the case of oversubscribed
repurchase offers.
Potential Consequences of Regular Repurchase Offers
The Fund’s repurchase offer policy may have the effect of decreasing the size of the Fund over time from what it otherwise would have been absent significant new investments in the Fund. It may also
force the Fund to sell assets it would not otherwise sell and/or to maintain increased amounts of cash or liquid investments
at times. It may also reduce the investment opportunities available to the Fund and cause its expense ratio to
increase. In addition, because of the limited market for private securities held by the Fund, the Fund may be forced to
sell its liquid securities in order to meet cash requirements for repurchases. This may have the effect of substantially increasing the Fund’s ratio of relatively more illiquid securities to relatively more liquid securities for the remaining investors.
It is not the intention of the Fund to do this; however, it may occur. In addition, the Fund may be required to maintain a portion
of its portfolio in cash or cash equivalents. The amount may vary, but typically will be approximately the amount of
the outstanding repurchase offers (currently expected to be 5-15% of the net asset value of the Fund). An allocation
of cash or cash equivalents above the amount of the outstanding repurchase offers also may be maintained to operate the
Fund and effect its investment program. When the Fund holds cash or cash equivalents, it is unable to invest those
assets in other investments consistent with its investment objective and investment strategies, and the Fund may receive
less returns on such cash and cash equivalents as compared to such other investments. Accordingly, the Fund’s performance may be negatively impacted by holding cash or cash equivalents in such amounts.
A significant percentage of the Fund’s Shares may be owned or controlled by a large shareholder, such as other funds or accounts, including those of which the Adviser or an affiliate of the Adviser may
have investment discretion. Accordingly, the Fund can be subject to the potential for large scale inflows and outflows as a
result of purchases and redemptions made by significant shareholders. These inflows and outflows could be significant and,
if frequently occurring, could negatively affect the Fund’s net asset value and performance and could cause the Fund to buy or sell securities at inopportune times in order to meet purchase or redemption requests. Investments in the Fund by other
investment companies also can create conflicts of interests for the Adviser to the Fund and the investment adviser to the
acquiring fund. For example, a conflict of interest can arise due to the possibility that the investment adviser to the acquiring
fund could make a decision to
redeem the acquiring fund’s investment in the Fund. In the case of an investment by an affiliated fund, a conflict of interest can arise if, because of the acquiring fund’s investment in the Fund, the Fund is able to garner more assets from third-party investors, thereby growing the Fund and increasing the management fees
received by the Adviser, which could also be the investment adviser to the acquiring fund.
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.
The management of the Fund, including general supervision of the duties performed
by the Adviser under the Advisory Agreement (each of which are defined below) and the Sub-Adviser under the Sub-Advisory
Agreement (each of which are defined below), is the responsibility of the Fund’s board of trustees (the “Board”) under the laws of the State of Delaware. The name and business addresses of the Trustees and officers of the Fund and their
principal occupations and other affiliations are set forth under “Management of the Fund” in the Statement of Additional Information.
Federated Investment Management Company acts as the Fund’s investment adviser (the “Adviser”) under an investment advisory agreement (the “Advisory Agreement”). Federated Advisory Services Company (FASC), an affiliate of the Adviser, provides certain support services to the Adviser. The fee for these services
is paid by the Adviser and not by the Fund. The address of the Adviser and FASC is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
The Adviser is a direct wholly-owned subsidiary of Federated Hermes, Inc. (“Federated Hermes”), a publicly-held company. The Adviser and other advisory subsidiaries of Federated Hermes combined advise approximately 100 registered investment companies spanning equity, fixed-income and money market mutual funds and also manage a variety
of other pooled investment vehicles, private investment companies and customized separately managed accounts
(including non-U.S./offshore funds). Federated Hermes’ assets under management totaled approximately $829.6 billion as of December 31, 2024. Federated Hermes was established in 1955 as Federated Investors, Inc. and is one of the largest
investment managers in the United States with more than 2,000 employees. Federated Hermes provides investment products to more than 10,000
investment professionals and institutions.
The Adviser has delegated daily management of some or all of the Fund assets to the
Sub-Adviser, Federated Hermes (UK) LLP, a limited liability partnership incorporated in England and Wales, (the “Sub-Adviser”) and an affiliate of the Adviser. For purposes of this Prospectus, the Adviser and Sub-Adviser, are
sometimes referred to together, as applicable, as the “Fund’s Adviser.” The Sub-Adviser is paid by the Adviser and not by the Fund, based on the portion of securities the Sub-Adviser manages. The Sub-Adviser’s address is 150 Cheapside, London EC2V 6ET, England.
Under the supervision of the Adviser and oversight by the Board and pursuant to a
sub-advisory agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), Federated Hermes (UK) LLP, will act as sub-investment adviser to the Fund. The Sub-Adviser will have day-to-day portfolio management responsibilities
of the Fund.
Federated Hermes (UK) LLP, a limited liability partnership incorporated in England
and Wales, is a wholly owned London based subsidiary of Federated Hermes, Inc., and is authorized and regulated
by the U.K. Financial Conduct Authority to provide investment management services. The Sub-Adviser advises approximately
four registered investment companies. The Sub-Adviser’s assets under management totaled approximately $11.1 billion as of December 31, 2024. The Sub-Adviser’s assets under management are currently primarily comprised of assets from non-US domiciled funds, other pooled investment vehicles and separate accounts, such as UK registered money
market funds and other accounts of institutional clients from the UK, Europe and certain other non-US jurisdictions.
The Fund’s Shareholder reports will contain information regarding the basis for the Board’s approval of the Fund’s Advisory and Sub-Advisory Agreements. The Fund’s semi-annual reports for the six month periods ending each September 30 and the annual reports for the fiscal years ending each March 31 discuss the Board’s annual evaluation and approval of those agreements, which typically occurs annually in May.
PORTFOLIO MANAGEMENT INFORMATION
Messrs. Ihab Salib, Christopher P. McGinley, Maarten Offeringa and Kazaur Rahman are the Fund’s portfolio managers responsible for managing the Fund’s overall investment program.
Ihab L. Salib, Senior Portfolio Manager
Ihab L. Salib, Senior Portfolio Manager, has been the Fund’s portfolio manager since its inception in December of 2016.
Mr. Salib is Head of the International Fixed Income Group and Head of the Currency
Management Committee. He is responsible for day to day management of the Fund focusing on asset allocation, interest
rate strategy and security selection. He has been with the Adviser or an affiliate since 1999; has worked in
investment management since 1992; has managed investment portfolios since 2002. Education: B.A., State University of New
York at Stony Brook.
Christopher P. McGinley, Senior Portfolio Manager
Christopher P. McGinley, Senior Portfolio Manager, has been the Fund’s portfolio manager since its inception in December of 2016.
Mr. McGinley is Head of the Trade Finance Team and is responsible for day to day management
of the Fund focusing on asset allocation, interest rate strategy and security selection. He has been with
the Adviser or an affiliate since 2004; has worked in investment management since 2005; has managed investment portfolios
since 2009. Education: B.S., University of Pittsburgh; M.P.I.A., University of Pittsburgh.
Maarten Offeringa, Portfolio Manager
Maarten Offeringa, Portfolio Manager, has been the Fund’s portfolio manager since July of 2019.
Effective August 1, 2023, Mr. Offeringa is dual employed with the Sub-Adviser and
Federated Hermes Limited (FHL) and serves as Portfolio Manager of the Fund in his capacity as an employee of the
Sub-Adviser.
Mr. Offeringa is responsible for providing research and advice on sector allocation
and security selection. He has been with the Adviser or an affiliate since 2018; has worked in financial services since
2002; has worked in investment management since 2018; has managed investment portfolios since 2019. Previous associations:
Director, Bank of America Merrill Lynch; Vice President, J.P. Morgan. Education: MA, Vrije Universiteit Amsterdam.
Kazaur Rahman, Portfolio Manager
Kazaur Rahman, ACA, Portfolio Manager, has been the Fund’s portfolio manager since July of 2023.
Effective August 1, 2023, Mr. Rahman is dual employed with the Sub-Adviser and FHL
and serves as Portfolio Manager of the Fund in his capacity as an employee of the Sub-Adviser.
Mr. Rahman is responsible for providing research and advice on sector allocation and
security selection. He has been with the Adviser or an affiliate since 2019; has worked in financial services since
2005; has worked in investment management since 2019; has managed investment portfolios since 2023. Previous associations
include roles with: Deutsche Bank; VTB Capital; Bank of America; PricewaterhouseCoopers (PwC). Education:
BSc, University of London.
The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, management of other accounts and ownership of securities in the Fund.
Investment Advisory Agreement
Pursuant to an investment advisory agreement between the Adviser and the Fund, the
Adviser will receive an annual fee in a maximum amount equal to 0.50% of the Fund’s average daily net assets (the “Management Fee”). The Adviser may voluntarily waive a portion of its fee or reimburse the Fund for certain operating
expenses. The Adviser and its affiliates have also agreed to certain “Fee Limits” as described in the footnote to the “Summary of Fund Expenses” table found in this Prospectus.
In addition to the Management Fee of the Adviser, the Fund pays all other costs and
expenses of its operations, including compensation of its trustees (other than those affiliated with the Adviser),
custodian, transfer and dividend disbursing agent expenses, legal fees, rating agency fees, listing fees and expenses,
expenses of independent auditors, expenses of repurchasing shares, expenses of preparing, printing and distributing
Shareholder reports, notices, proxy statements and reports to governmental agencies and taxes, if any.
Investment Sub-Advisory Agreement
The Adviser (and not the Fund) will pay to the Sub-Adviser as compensation under the
Sub-Advisory Agreement an annual fee equal to 0.39% of the average daily net assets of the Fund.
Administrative Agreement
Federated Administrative Services (“the Administrator”), a subsidiary of Federated Hermes, provides administrative personnel and services (including certain legal, compliance and financial administrative
services) necessary to operate the Fund. The Administrator’s address is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. The Administrator currently receives no compensation for providing administrative services to the Fund.
The Fund intends to make quarterly distributions of net investment income, after payment
of interest on outstanding borrowings, if any. The Fund will distribute annually any net short-term capital gain
and any net capital gain (which is the excess of net long-term capital gain over short-term capital loss). Distributions
to Shareholders cannot be assured, and the amount of each quarterly distribution is likely to vary. It is possible, although
not intended, that distributions could exceed net investment income and net short-term and long-term capital gain, resulting in
a return of capital.
Federal Income Tax Matters
The Fund intends to elect to be treated and to qualify each year as a RIC under the
Code. Accordingly, the Fund must, among other things, meet the following requirements regarding the source of its income
and the diversification of its assets:
■ The Fund must derive in each taxable year at least 90% of its gross income from the
following sources (i.e., qualifying income): (a) dividends, interest (including tax-exempt interest), payments with respect
to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies,
or other income (including but not limited to gain from options, futures and forward contracts) derived with respect
to its business of investing in such stock, securities or foreign currencies; and (b) net income derived from interests in “qualified publicly traded partnerships” (as defined in the Code).
■ The Fund must diversify its holdings so that, at the end of each quarter of each taxable
year: (a) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer; and (b) not more than 25% of the market value of the Fund’s total assets is invested in the securities (other than U.S. government securities and the securities
of other regulated investment companies) of: (I) any one issuer; (II) any two or more issuers that the Fund controls
and that are determined to be engaged in the same business or similar or related trades or businesses; or (III) any one or more “qualified publicly traded partnerships” (as defined in the Code).
As a RIC, the Fund generally will not be subject to U.S. federal income tax on income
and gains that the Fund distributes to its Shareholders provided that it distributes each taxable year at least the sum of: (i) 90% of the Fund’s investment company taxable income (which includes, among other items, dividends, interest
and the excess of any net short-term capital gain over net long-term capital loss and other taxable income,
other than any net capital gain, reduced by deductible expenses) determined without regard to the deduction for dividends paid; and (ii) 90% of the Fund’s net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed
deductions). The Fund intends to distribute substantially all of such income each year. The Fund will be subject to
income tax at regular corporate rates on any taxable income or gains that it does not distribute to its Shareholders.
In order to avoid incurring a 4% non-deductible federal excise tax obligation, the
Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year an amount
at least equal to the sum of: (i) 98% of its ordinary income (and not taking into account any capital gain or loss) for
such year; (ii) 98.2% of its capital gain net income (which is the excess of its realized net long term capital gain over its realized
net short-term capital loss), generally computed on the basis of the one-year period ending on October 31 of such year, after
reduction by any available capital loss carryforwards; and (iii) 100% of any ordinary income and capital gain net income
from the prior year (as previously computed) that were not paid out during such year and on which the Fund paid no federal
income tax. While the Fund intends to distribute any ordinary income and capital gain in the manner necessary
to minimize imposition of the 4% excise tax, there can be no assurance that sufficient amounts of the Fund’s ordinary income and capital gain will be distributed to avoid entirely the imposition of the tax. In that event, the Fund will
be liable for the tax only on the amount by which it does not meet the foregoing distribution requirement.
Distributions of any taxable net investment income and net short-term capital gain
will generally be taxable as ordinary income. Distributions of the Fund’s net capital gain designated as capital gain dividends, if any, will be taxable to Shareholders as long-term capital gains, regardless of the length of time they held
their Shares. Distributions, if any, in excess of the Fund’s earnings and profits will first reduce the adjusted tax basis of a holder’s Shares and, after that basis has been reduced to zero, will constitute capital gains to the Shareholder (assuming
the Shares are held as a capital asset).
The Fund’s distributions generally will not qualify either for the dividends received deduction generally available to corporate taxpayers or as qualified dividend income subject to favorable tax treatment for individual taxpayers. “Qualified dividend income” means dividends received by the Fund from U.S. corporations and qualifying foreign corporations, provided that the Fund satisfies certain holding period and other requirements in
respect of the stock of such corporations and, when distributed by the Fund to individual Shareholders, such Shareholders satisfy
certain holding period and other requirements in respect of their Fund Shares.
Dividends and other distributions declared by the Fund in October, November or December
of any year and payable to Shareholders of record on a date in any of those months will be deemed to have been
paid by the Fund and received by the Shareholders on December 31 of that year if the distributions are paid by the Fund
during the following January. Accordingly, those distributions will be taxed to Shareholders for the year in which
that December 31 falls. The Fund will inform Shareholders of the source and tax status of all distributions promptly after
the close of each calendar year.
Dividends and interest received, and gains realized, by the Fund on foreign securities
may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions (collectively “foreign taxes”) that would reduce the return on its securities. Tax conventions between certain countries and
the United States, however, may reduce or eliminate foreign taxes, and many foreign countries do not impose taxes on capital
gains in respect of investments by foreign investors.
The Fund believes that substantially all of its investments will generate qualifying
income for purposes of the previously-mentioned 90% gross income requirement for treatment as a RIC under current
federal income tax law. Interest received by the Fund in connection with its trade finance investments will,
by definition, be qualifying income for purposes of such requirements, but certain income from loan origination or other business activities would not be qualifying income. The Fund must take into account the distinction between these types
of income to ensure when structuring its participation in trade finance investments that amounts received are
for the use of money, not payment for services. Also, the Code expressly provides the U.S. Treasury with authority to issue
regulations that would exclude foreign currency gains from qualifying income if such gains are not directly related to a fund’s business of investing in stock or securities. While to date the U.S. Treasury has not exercised this regulatory
authority, there can be no assurance that it will not issue regulations in the future (possibly with retroactive application)
that would treat some or all of the Fund’s foreign currency gains as non-qualifying income for RIC purposes, which may affect the Fund’s status as a RIC for all years to which such regulations are applicable.
The repurchase or transfer of Shares may result in a taxable gain or loss to the tendering
Shareholder. Different tax consequences may apply for tendering and non-tendering Shareholders in connection
with a repurchase offer. For example, if a Shareholder does not tender all of his or her Shares, such repurchase
may not be treated as an exchange for U.S. federal income tax purposes and may result in deemed distributions to non-tendering
Shareholders. On the other hand, Shareholders who tender all of their Shares (including Shares deemed owned by
Shareholders under constructive ownership rules) will be treated as having sold their Shares and generally will realize
a capital gain or loss. Such gain or loss is measured by the difference between the Shareholder’s amount received and his or her adjusted tax basis of the Shares. For non-corporate Shareholders, gain or loss from the transfer or repurchase
of Shares generally will be taxable at a U.S. federal income tax rate dependent upon the length of time the Shares were held.
Shares held for a period of one year or less at the time of such repurchase or transfer will, for U.S. federal income tax
purposes, generally result in short-term capital gains or losses, and those held for more than one year will generally result
in long-term capital gains or losses.
The foregoing briefly summarizes some of the material federal income tax consequences
to Shareholders of investing in Shares, reflects the federal tax law as of the date of this prospectus, and does not
address special tax rules applicable to certain types of investors, such as corporate and foreign investors. Unless otherwise
noted, this discussion assumes that an investor is a U.S. person and holds the Shares as a capital asset. This discussion
is based upon current provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling
authorities, all of which are subject to change or differing interpretations by the courts or the IRS retroactively or prospectively.
Investors should consult their tax advisors regarding other federal, state or local tax considerations that may be
applicable in their particular circumstances, as well as any pending or proposed tax law changes.
Dividend Reinvestment Plan
Pursuant to the Dividend Reinvestment Plan (DRP) established by the Fund, each Shareholder
will automatically be a participant under the DRP and have all income distributions, whether dividend
distributions or capital gains distributions, automatically reinvested in additional Shares. Election not to participate
in the DRP and to receive all income distributions, whether dividend distributions or capital gains distributions,
in cash may be made by notice to a Shareholder’s intermediary (who should be directed to inform the Fund). A Shareholder is free to change this election at
any time. If, however, a Shareholder elects to change its election within 95 days
prior to a distribution, the request will be effective only with respect to distributions after the 95-day period. A Shareholder
whose Shares are registered in the name of a nominee (such as an intermediary) must contact the nominee regarding its status
under the DRP, including whether such nominee will participate on such Shareholder’s behalf as such nominee will be required to make any such election.
Generally, for U.S. federal income tax purposes, Shareholders receiving Shares under
the DRP will be treated as having received a distribution equal to amount payable to them in cash as a distribution
had the Shareholder not participated in the DRP.
Shares will be issued pursuant to the DRP at their NAV determined on the next valuation
date following the ex-dividend date (the last date of a dividend period on which an investor can purchase Shares
and still be entitled to receive the dividend). There is no sales load or other charge for reinvestment. A request for
change of participation/non-participation status in the DRP must be received by the Fund within the above timeframe to be effective
for that dividend or capital gain distribution. A Fund may terminate the DRP at any time upon written notice to the
participants in the DRP. The Fund may amend the DRP at any time upon 30 days’ written notice to the participants. Any expenses of the DRP will be borne by the Fund.
Description of Capital Structure
SUMMARY OF THE DECLARATION OF TRUST
An investor in the Fund will be a Shareholder of the Fund and his or her rights in
the Fund will be established and governed by the Fund’s Declaration of Trust. The following is a summary description of additional items and of select provisions of the Declaration of Trust that may not be described elsewhere in this
Prospectus or the SAI. The description of such items and provisions is not definitive and reference should be made to the
complete text of the Declaration of Trust.
LIABILITY; INDEMNIFICATION
Under Delaware law and the Declaration of Trust, each Shareholder will be liable for
the debts and obligations of the Fund only to the extent of the value of such Shareholder’s Shares. The Declaration of Trust provides that the Trustees and the Adviser (including certain of its affiliates, among others) shall not be liable
to the Fund or any of the Shareholders for any loss or damage occasioned by any act or omission in the performance of their services
as such in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of their office or as otherwise required by applicable law.
The Declaration of Trust also contains provisions for the indemnification, to the
extent permitted by law, of the members and former members of the Board and the Adviser (including certain of its
affiliates, among others) by the Fund (but not by the Shareholders individually) against any liability and expense to which
any of them may be liable that arise in connection with the performance of their activities on behalf of the Fund. None
of these persons shall be personally liable to any Shareholder by reason of any change in the federal or state income tax
laws applicable to the Fund or its Shareholders. The rights of indemnification and exculpation provided under the Declaration
of Trust shall not be construed so as to limit liability or provide for indemnification of the members and former
members of the Board and the Adviser (including certain of its affiliates, among others) for any liability (including liability
under applicable federal or state securities laws which, under certain circumstances, impose liability even on persons
that act in good faith), to the extent (but only to the extent) that such indemnification or limitation on liability would
be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of the Declaration of Trust
to the fullest extent permitted by law.
The Declaration of Trust may generally be amended, in whole or in part, with the approval
of a majority of the Trustees (including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act), if required by the 1940 Act). Shareholders have the right to vote on any amendment: (i) affecting their
right to vote granted under the Declaration of Trust; (ii) to the Declaration of Trust’s amendment provision; (iii) for which such vote is required by law; and (iv) submitted to them by the Trustees.
TERM, DISSOLUTION AND LIQUIDATION
The Fund may be dissolved upon the affirmative vote of a majority of the Trustees
without Shareholder approval, unless such approval is required by the 1940 Act. In doing so, the Trustees may: (i) sell the Fund’s assets to another entity in exchange for interests in the acquiring entity; or (ii) sell all of the Fund’s assets for cash. Following such liquidation, and after payments to creditors and payment of any Fund expenses, the Fund’s Shareholders are entitled to receive the proceeds of such sale, distributed in proportion to the number of Shares held by each
Shareholder. Upon termination of the Fund, the Fund will file a certificate terminating its existence as a Delaware statutory
trust.
SHARES
General. The Fund has received the Multi-Class Exemptive Relief. Under the terms of the Multi-Class Exemptive Relief, the Fund is subject to Rule 18f-3 under the 1940 Act. The Fund has adopted a Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act. Under the Multi-Class Plan, Shares of each class of the Fund represent an equal pro rata interest in the Fund and, generally, have identical voting, dividend, liquidation, and other
rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except as discussed herein.
The Fund continuously offers and sells two separate classes of Shares designated as IS class and SS class shares. From time
to time, the Board may create and offer additional classes of Shares, or may vary the characteristics of the IS class
and SS class described herein, including without limitation, in the following respects: (1) the amount of fees permitted by a distribution and/or service plan as to such class; (2) voting rights with respect to a distribution and/or service plan as to such class; (3) different class designations; (4) the impact of any class expenses directly attributable to a particular class of Shares; (5) differences in any dividends and net asset values resulting from differences in fees under a distribution
and/or service plan or in class expenses; (6) the addition of sales loads; and (7) any conversion features, as permitted under the 1940 Act. Each Share has equal voting, dividend, distribution and liquidation rights, subject to the description
below. All Shares are sold at the most recently calculated net asset value per Share as of the date on which the purchase
is accepted. The net asset value of a Share is determined by dividing the Fund’s aggregate net asset value by the number of Shares outstanding at the applicable date. The IS class net asset value and the SS class net asset value will be calculated
separately based on the fees and expenses applicable to each class. Because of differing class fees and expenses, the
per Share net asset value of the classes will vary over time.
Reserves. Appropriate reserves may be created, accrued, and charged against net assets for contingent
liabilities as of the date the contingent liabilities become known to the Fund. Reserves will be in
such amounts (subject to increase or reduction) that the Fund may deem necessary or appropriate. The amount of any reserve
(or any increase or decrease therein) will be proportionately charged or credited, as appropriate, against net
assets.
Voting. Each Shareholder has the right to cast a number of votes equal to the number of Shares
held by such Shareholder at a meeting of Shareholders called by the Board. Shareholders are entitled
to vote on any matter as set forth in the Declaration of Trust and the 1940 Act. Notwithstanding their ability to exercise
their voting privileges, Shareholders in their capacity as such are not entitled to participate in the management or control of the Fund’s business, and may not act for or bind the Fund.
The Fund offers two separate classes of Shares designated as IS class and SS class to certain
eligible individual and institutional investors. The Fund currently intends to accept purchases of Shares as of the last business day of each
calendar month, typically following 30 calendar days’ advance notice, or at such other times as may be determined by the Board. The 30 calendar day advance notice may be waived at the discretion of the Fund.
The Board may discontinue accepting purchases on a monthly basis at any time. Any amounts received in connection
with the offer of Shares and closings will promptly be placed in an escrow account prior to their investment in
the Fund. All purchases are subject to the receipt of cleared funds on the applicable purchase date in the full amount of the purchase. Although the Fund
may accept, in its sole discretion, a purchase prior to receipt of cleared funds, an investor
may not become a Shareholder until cleared funds have been received. The investor must also submit a completed application
before the applicable purchase date. The Fund reserves the right to reject any purchase of Shares and the Adviser
may, in its sole discretion, suspend the offer of Shares at any time.
All Shares are sold at the most recently calculated net asset value per Share as of
the date on which the purchase is accepted. The minimum initial investment in the Fund’s IS class by any account is $100,000, and the minimum additional investment in the Fund’s IS class is $25,000. The minimum initial investment in the Fund’s SS class by any account is $50,000, and the minimum additional investment in the Fund’s SS class is $25,000. The Fund may accept investments for a lesser amount under certain circumstances, as determined by the Adviser. Investors
that are employees of the Adviser or its affiliates are eligible to invest in Shares and may be subject to lower minimum
investments than other investors. Certain selling brokers, dealers or banks and financial advisors may impose higher
or lower minimum investment levels or other requirements than those imposed by the Fund. The investment minimum with respect
to Shares purchased through an omnibus account, including an omnibus account of a bank, broker-dealer, trust company
and plan recordkeeper, is calculated at the omnibus account level.
Except as otherwise permitted by the Fund, initial and any additional purchases of
Shares of the Fund by any Shareholder must be paid by wire, and all contributions must be transmitted by the
time and in the manner that is specified in the application. Initial and any additional contributions to the capital of the
Fund must be made in a single payment. Although the Fund may, in its discretion, accept contributions of securities, the
Fund does not currently intend to accept
contributions of securities. If the Fund chooses to accept a contribution of securities,
the securities would be valued in the same manner that the Fund values its other assets. Because of anti-money laundering
concerns, the Fund will not accept investments made in cash. For this purpose, cash includes currency (i.e., coin or paper money), cashier’s checks, bank drafts, travelers’ checks, and money orders.
Financial intermediaries may also impose fees (subject to compliance with applicable
FINRA rules), terms and conditions on investor accounts and investments in the Fund that are in addition to
the fees, terms and conditions set forth in the Prospectus. Such terms and conditions are not imposed by the Fund, the Distributor
or any other service provider of the Fund. Any terms and conditions imposed by a financial intermediary, or operational
limitations applicable to such parties, may affect or limit a shareholder’s ability to subscribe for Shares, or otherwise transact business with the Fund. Investors should direct any questions regarding terms and conditions applicable to
their accounts or relevant operational limitations to the financial intermediary.
Determination of Net Asset Value
The net asset value of the Fund is determined as of the end of regular trading on
the New York Stock Exchange (NYSE) (normally, 4:00 p.m., Eastern time) each day the NYSE is open. The Fund calculates
the NAV by valuing its assets, subtracting its liabilities and dividing the balance by the number of Shares outstanding.
The IS class NAV plus the SS class NAV equals the total NAV of the Fund. The IS class NAV and the SS class NAV will be calculated separately based on the fees and expenses applicable to each class. Because of differing class fees
and expenses, the per Share net asset value of the classes will vary over time. The Fund’s current NAV and/or public offering price may be found at FederatedHermes.com/us/Products/Closed-End-Funds/Project And Trade Finance Tender, via online news sources and in certain newspapers.
Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Fund’s valuation designee to perform any fair value determinations for securities and other assets held by the
Fund. The Adviser, acting through its “Valuation Committee,” is responsible for determining the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised of officers of the Adviser and certain of the Adviser’s affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation
Committee is subject to Board oversight and certain reporting and other requirements intended to provide the
Board the information it needs to oversee the Adviser’s fair value determinations.
The Valuation Committee is also authorized to use pricing specialists to provide fair
value evaluations of the current value of certain investments for purposes of calculating the NAV, including most trade
finance related securities and other debt securities. The Fund’s SAI discusses the methods used by pricing services and the Valuation Committee in valuing investments.
When the Fund holds securities that trade principally in foreign markets on days the
NYSE is closed, the value of the Fund’s assets may change on days you cannot purchase or redeem Shares. This may also occur when the U.S. markets for fixed-income securities are open on a day the NYSE is closed.
In calculating its NAV, the Fund generally values investments as follows:
■ Equity securities listed on an exchange or traded through a regulated market system
are valued at their last reported sale price or official closing price in their principal exchange or market.
■ Fixed-income securities are fair valued using price evaluations provided by a pricing
service approved by the Adviser.
■ Derivative contracts listed on exchanges are valued at their reported settlement or
closing price, except that options are valued at the mean of closing bid and ask quotations.
■ Over-the-counter (OTC) derivative contracts are fair valued using price evaluations
provided by a pricing service approved by the Adviser.
If any price, quotation, price evaluation or other pricing source is not readily available
when the NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service or from more than
one dealer for an investment within a reasonable period of time as set forth in the Adviser’s valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not representative
of the fair value of such security, the Fund uses the fair value of the investment determined in accordance with the procedures
generally described below. There can be no assurance that the Fund could obtain the fair value assigned to an
investment if it sold the investment at approximately the time at which the Fund determines its NAV per share.
Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses
for these mutual funds explain the circumstances under which they will use fair value pricing and the effects
of using fair value pricing.
Fair Valuation and Significant Events Procedures
The Adviser, acting through its Valuation Committee, is responsible for determining
the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised
of officers of the Adviser and certain of the Adviser’s affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation Committee is also authorized to use pricing services to provide price evaluations
of the current fair value of certain investments for purposes of calculating the NAV. In the event that market
quotations and price evaluations are not available for an investment, the Valuation Committee determines the fair value of
the investment in accordance with procedures adopted by the Adviser as the valuation designee. The Board periodically
reviews the fair valuations made by the Valuation Committee. The Board has also approved the Adviser’s fair valuation and significant events procedures as part of the Fund’s compliance program and will review any changes made to the procedures. The Fund’s SAI discusses the methods used by pricing services and the Valuation Committee in valuing investments.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and from the prices used by other registered funds to calculate their NAVs.
The application of the fair value procedures to an investment represents a good faith determination of such investment’s fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it
sold the investment at approximately the time at which the Fund determines its NAV per share, and the actual value could be
materially different.
The Adviser also has adopted procedures requiring an investment to be priced at its
fair value whenever the Valuation Committee determines that a significant event affecting the value of the investment
has occurred between the time as of which the price of the investment would otherwise be determined and the time as of
which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a reasonable basis for quantifying the resulting change
in value.
Examples of significant events that may occur after the close of the principal market
on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:
■ With respect to securities traded principally in foreign markets, significant trends
in U.S. equity markets or in the trading of foreign securities index futures contracts;
■ Political or other developments affecting the economy or markets in which an issuer
conducts its operations or its securities are traded; and
■ Announcements concerning matters such as acquisitions, recapitalizations or litigation
developments or a natural disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Valuation Committee is also authorized to use pricing services to provide fair
value evaluations of the current value of certain investments for purposes of calculating the NAV. The Fund’s investments in trade finance agreements are primarily determined by applying discounted cash flow methodologies utilizing various
inputs such as available or implied credit ratings, loan characteristics, seniority, collateral, comparable debt instruments,
yield curves or indices, broader loan data, bond data and bond sector curves. When appropriate, other considerations may
include asset liquidation analyses, internal credit assessments and general market conditions. The Fund utilizes third-party
pricing specialists in determining its valuations. Typically, there are no other sources of evaluations for these investments
and the inputs utilized are less observable. Additionally, trade finance agreements are typically held to maturity
by investors and therefore do not trade on a consistent basis. Accordingly, executed trade prices are usually unavailable and
thus, generally cannot be relied upon to support valuations of these investments. Therefore, inputs unobservable in active
markets must be relied upon more heavily. The prices realized for these investments upon sale may be different than
prices used by the Fund to value them and the differences could be material.
The Adviser has adopted procedures whereby the Valuation Committee uses a pricing
service to provide factors to update the fair value of equity securities traded principally in foreign markets from
the time of the close of their respective foreign stock exchanges to the pricing time of the Fund. For other significant events,
the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable
alternative pricing source is not available, the Valuation Committee will determine the fair value of the investment.
The Board periodically reviews fair valuations made in response to significant events.
The fair valuation of securities following a significant event can serve to reduce
arbitrage opportunities for short-term traders to profit at the expense of long-term investors in the Fund. For example,
such arbitrage opportunities may exist when the market on which portfolio securities are traded closes before the Fund calculates
its NAV, which is typically the case with Asian and European markets. However, there is no assurance that these significant
event procedures will prevent dilution of the NAV by short-term traders.
Repurchases and Transfers of Shares
No Shareholder or other person holding Shares acquired from a shareholder will have
the right to require the Fund to repurchase those Shares. There is no public market for Shares, and none is expected
to develop. With limited exceptions, Shares are not transferable and liquidity normally will be provided only through repurchase
offers that will be made from time to time by the Fund, as described below. Any transfer of Shares in violation
of the Declaration of Trust, which requires Board approval of any transfer, will not be permitted and will be void. Consequently,
Shareholders may not be able to liquidate their investment other than as a result of repurchases of Shares
by the Fund, as described below. For information on the Fund’s policies regarding transfers of Shares, see “Repurchases, Mandatory Repurchases and Transfers of Shares” in the SAI.
At the discretion of the Board and provided that it is in the best interests of the
Fund and Shareholders to do so, the Fund intends to provide a limited degree of liquidity to the Shareholders by conducting
repurchase offers generally quarterly (or more or less frequently as determined by the Board in its discretion).
In each repurchase offer, the Fund may offer to repurchase its Shares at their NAV on the relevant valuation date (each, a “Valuation Date”), which will occur on or before the expiration date of the repurchase offer (the “Expiration Date”).
Each repurchase offer ordinarily will be limited to the repurchase of approximately
5-15% of the net asset value of the Fund, although the Board can determine to authorize the Fund to repurchase in excess
of 15% of the net asset value of the Fund in its discretion. If the value of Shares tendered for repurchase exceeds the
value the Fund intended to repurchase, the Fund, in its sole discretion, may: (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f) under the Exchange Act; or (b) determine to repurchase less than the full number
of Shares tendered. In the event less than the full number of Shares tendered will be repurchased, Shareholders will have
their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their tendered Shares repurchased
by the Fund. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent
to do so as soon as practicable and in any event by no later than the date specified in the notice describing the terms of
the applicable repurchase offer (i.e., the Expiration Date). The tender offer period will commence at least twenty (20) business
days prior to the Expiration Date.
In determining whether the Fund should repurchase Shares from Shareholders pursuant
to written tenders, the Board will consider a variety of factors. The Board expects that the Fund will ordinarily
offer to repurchase Shares from Shareholders quarterly. The Expiration Date will be a date set by the Board occurring
no sooner than twenty (20) business days after the commencement date of the repurchase offer and at least ten (10) business
days from the date that notice of an increase or decrease in the percentage of the securities being sought or consideration
offered is first published, sent or given to Shareholders. The Expiration Date may be extended by the Fund in its sole
discretion. The Fund will not accept any repurchase request received by it or its designated agent after the Expiration
Date. The Board will consider the following factors, among others, in making its determination:
■ whether any Shareholders have requested to tender Shares to the Fund;
■ the liquidity of the Fund’s assets;
■ the investment plans and working capital requirements of the Fund;
■ the relative economies of scale with respect to the size of the Fund;
■ the history of the Fund in repurchasing Shares;
■ the availability of information as to the value of the Fund’s assets;
■ the anticipated tax consequences to the Fund of any proposed repurchases of Shares;
and
■ the economic condition of the securities markets and the economy generally as well
as political, national or international developments or current affairs.
The Fund has the right to repurchase Shares from a Shareholder if the Board determines
that the repurchase is in the best interests of the Fund or upon the occurrence of certain events specified in the Fund’s Declaration of Trust.
The Fund will make repurchase offers, if any, to all of its Shareholders on the same
terms. This practice may affect the size of the Fund’s offers. Subject to the Fund’s investment restriction with respect to borrowings, the Fund may borrow money or issue debt obligations to finance its repurchase obligations pursuant to
any such repurchase offer.
Payment for repurchased Shares may require the Fund to liquidate a portion of its
portfolio holdings earlier than the Adviser would otherwise liquidate these holdings, which may result in losses, and may increase the Fund’s portfolio turnover.
When Shares are repurchased by the Fund, Shareholders will generally receive cash
distributions equal to the value of the Shares repurchased. However, in the sole discretion of the Fund, the proceeds
of repurchases of Shares may be paid by the in-kind distribution of securities held by the Fund, or partly in cash and partly
in-kind. The Fund does not expect to distribute securities in-kind except in unusual circumstances, such as in the unlikely
event that the Fund does not have sufficient cash to pay for Shares that are repurchased or if making a cash payment
would result in a material adverse effect on the Fund or on Shareholders not tendering Shares for repurchase. See “Risk Factors–Illiquidity of Shares” and “Risk Factors–Potential Consequences of Regular Repurchase Offers” for more information. Repurchases will be effective after receipt of all eligible written tenders of Shares from Shareholders and acceptance
by the Fund.
The Adviser will determine whether to attempt to liquidate investments that are illiquid
or difficult to value (which may cause the Fund to incur certain expenses in connection with the valuation or liquidation
of such investments), hold it in the Fund’s portfolio or distribute it to investors in the Fund in connection with a repurchase by the Fund.
A repurchase in kind is less liquid than a cash redemption. If a repurchase is made
in kind, securities received may be subject to market risk and the shareholder could incur taxable gains and brokerage
or other charges in converting the securities to cash.
Due to liquidity restraints associated with the Fund’s investments it is expected that, under the procedures applicable to the repurchase of Shares, Shares will be valued as of the applicable Valuation Date,
which will occur on or before the Expiration Date. As a result, the Fund intends to hold a significant amount of cash
or cash equivalents (the amount may vary, but typically 5-15% of the Fund’s net asset value) to satisfy any potential repurchase requests. An allocation of cash or cash equivalents above the amount of the outstanding repurchase offers also may
be maintained to operate the Fund and effect its investment program. When the Fund holds cash or cash equivalents, it is
unable to invest those assets in other investments consistent with its investment objective and investment strategies, and
the Fund may receive less returns on such cash and cash equivalents as compared to such other investments. Accordingly, the Fund’s performance may be negatively impacted by holding cash or cash equivalents in such amounts. The Fund
will repurchase Shares and remit the repurchase price to Shareholders within five (5) business days after the Expiration
Date.
As stated above, if a repurchase offer is oversubscribed by Shareholders who tender
Shares for repurchase (and not increased), the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder.
Repurchases of Shares by the Fund are subject to Rule 13e-4 under the Exchange Act
and will be made only in accordance with such rule.
Additional Liquidity Information: If a Shareholder submits Shares for repurchase by the Fund in accordance with the
tender offer procedures and the Fund has not repurchased all of those Shares within
three years from the Valuation Date of the applicable repurchase offer period, then the Fund will, in accordance with the
terms of its Declaration of Trust, be dissolved and liquidated.
Mandatory Repurchase by the Fund
The Declaration of Trust provides that the Fund may repurchase Shares of a Shareholder
or any person acquiring Shares from or through a shareholder under certain circumstances, including if: (i) ownership
of the Shares by the Shareholder or other person will cause the Fund to be in violation of certain laws; (ii) continued
ownership of the Shares may adversely affect the Fund; (iii) any of the representations and warranties made by a Shareholder
in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (iv) it would be in
the best interests of the Fund to repurchase the Shares or a portion thereof. Notwithstanding the foregoing, involuntary
repurchases will be conducted in accordance with Rule 23c-2 under the 1940 Act. Shareholders whose Shares, or a portion
thereof, are repurchased by the Fund will not be entitled to a return of any amount of sales load, if any, that may
have been charged in connection with the Shareholder’s purchase of the Shares.
Distribution Arrangements
The Distributor acts as the distributor of Shares on a best effort basis, subject
to various conditions, pursuant to the terms of a General Distributor’s Agreement entered into with the Fund. The IS class may be purchased through the Distributor and the SS class may be purchased through advisers, brokers, dealers or banks that have entered into selling agreements with the Distributor. The Distributor maintains its principal office at
1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
Shares are offered and may be purchased on a monthly basis, or at such other times
as may be determined by the Board. Neither the Distributor nor any other adviser, broker, dealer or bank is obligated
to buy from the Fund any of the Shares. The Distributor does not intend to make a market in Shares. To the extent consistent
with applicable law, the Fund has agreed to indemnify the Distributor and its affiliates and any brokers, advisers or
banks and their affiliates that have entered into selling agreements with the Distributor against certain liabilities.
Shares are being offered only to investors that meet all requirements to invest in
the Fund. The minimum initial investment in the Fund’s IS class by an investor is $100,000, and the minimum additional investment in the Fund’s IS class is $25,000. The minimum initial investment in the Fund’s SS class by an investor is $50,000, and the minimum additional investment in the Fund’s SS class is $25,000. The minimum investment may be modified by the Fund from time to time. Investors that are employees of the Adviser or its affiliates are eligible
to invest in Shares and may be subject to lower minimum investments than other investors. In addition, the SS class has a distinct distribution arrangement from the IS class. The SS class is distributed through advisers, brokers, dealers or banks
that have entered into selling agreements with the Distributor. Initially, the SS class is expected to be offered to advisers
and distributed through certain clearing platforms in order to provide advisers a trade clearing platform for the SS class.
In contrast, the IS class is sold exclusively to direct investors in the Fund through the Distributor.
The Fund’s SS class is subject to an annual shareholder servicing fee of up to a maximum of 0.25%; however, the SS class will only incur and pay up to 0.10% of such shareholder servicing fees. The
SS class of the Fund will not incur and pay such fees to exceed 0.10% until such time as approved by the Board. The Fund may
incur and pay certain recordkeeping fees on its SS class up to a maximum of 0.10%. No such fees are currently
anticipated to be incurred and paid by the SS class of the Fund. The SS class of the Fund will not incur and pay
such fees until such time as approved by the Board. The IS class is not subject to a shareholder servicing fee or recordkeeping
fee.
The Fund is indirectly subject to a Financial Industry Regulatory Authority, Inc.
(FINRA) cap on compensation paid to FINRA member firms. The cap includes any sales load and distribution and servicing
fee. The maximum compensation payable to all FINRA member firms (in the aggregate) participating in the Fund’s distribution will comply with FINRA Rule 2341.
All investor funds for this closing of the sale of Shares and for closings of subsequent
offerings will be deposited in an escrow account maintained by an escrow agent for the benefit of the investors. Funds
held in the escrow account will not earn interest.
Custodian and Transfer Agent
State Street Bank & Trust Company is the custodian of the Fund and will maintain custody
of the securities and cash of the Fund. State Street Bank & Trust Company maintains the Fund’s general ledger and computes net asset value per share daily.
SS&C GIDS, Inc. is the transfer agent and dividend disbursing agent of the Fund.
Certain legal matters in connection with the Shares will be passed upon for the Fund
by K&L Gates LLP, Boston, Massachusetts.
The Fund will send to Shareholders unaudited semi-annual and audited annual reports,
including a list of investments held.
Independent Registered Public Accounting Firm
[ __________ ] is the independent registered public accounting firm for the Fund and will audit the Fund’s financial statements.
The Prospectus and the Statement of Additional Information do not contain all of the
information set forth in the Registration Statement that the Fund has filed with the Securities Exchange Commission.
The complete Registration Statement may be obtained from the Securities Exchange Commission upon payment of
the fee prescribed by its rules and regulations. The Statement of Additional Information can be obtained without charge
by calling 1-855-328-0109.
Statements contained in this prospectus as to the contents of any contract or other
documents referred to are not necessarily complete, and, in each instance, reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement of which this prospectus forms a part, each
such statement being qualified in all respects by such reference.
As of the date of this Prospectus, there are two classes of Shares authorized as follows:
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(3)
Amount held by the Fund
or for its Account
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(4)
Amount Outstanding
Exclusive of Amount
Shown Under (3)
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140,771,159.96[TO BE UPDATED BY AMENDMENT]
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SPECIAL PROVISION FOR ABANDONED OR UNCLAIMED PROPERTY
Certain states, including the State of Texas, have laws that allow shareholders to
designate a representative to receive abandoned or unclaimed property (“escheatment”) notifications by completing and submitting a designation form that generally can be found on the official state website. If a shareholder resides in
an applicable state and elects to designate a representative to receive escheatment notifications, escheatment notices generally
will be delivered as required by such state laws, including, as applicable, to both the shareholder and the designated representative.
A completed designation form may be mailed to the Fund (if Shares are held directly with the Fund) or to the shareholder’s financial intermediary (if Shares are not held directly with the Fund). Shareholders should refer to relevant state law for the shareholder’s specific rights and responsibilities under his or her state’s escheatment law(s), which can generally be found on a state’s official website.
Appendix A: Hypothetical Investment and Expense Information
The following charts provide additional hypothetical information about the effect of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s assumed returns over a 10-year period. The charts show the estimated expenses that would be incurred in respect of a hypothetical investment
of $1,000, assuming a 5% return each year, and no repurchase of Shares. Each chart also assumes that the Fund’s annual expense ratio stays the same throughout the 10-year period and that all dividends and distributions are reinvested. The annual
expense ratio used in each chart is the same as stated in the “Summary of Fund Expenses” table of this Prospectus (and thus does not reflect any fee waiver or expense reimbursement currently in effect). Fund returns, as well as fees and expenses,
may fluctuate over time, and your actual investment returns and total expenses may be higher or lower than those
shown below.
FEDERATED HERMES PROJECT AND TRADE FINANCE TENDER FUND - IS CLASS
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ANNUAL EXPENSE RATIO: 0.64%
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MAXIMUM FRONT-END SALES CHARGE: NONE
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Hypothetical
Beginning
Investment
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Hypothetical
Performance
Earnings
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Hypothetical
Ending
Investment
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FEDERATED HERMES PROJECT AND TRADE FINANCE TENDER FUND - SS CLASS
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ANNUAL EXPENSE RATIO: 0.74%
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MAXIMUM FRONT-END SALES CHARGE: NONE
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Hypothetical
Beginning
Investment
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Hypothetical
Performance
Earnings
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Hypothetical
Ending
Investment
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Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at FederatedHermes.com/us
or call 1-855-328-0109.
CUSIP 31424D104
CUSIP TBD
© 2025 Federated Hermes, Inc.
Statement of Additional Information
The information in this Statement of Additional Information is not complete and may
be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
Federated Hermes Project and Trade Finance Tender Fund
This Statement of Additional Information (SAI) is not a Prospectus and is authorized
for distribution to prospective investors only if preceded or accompanied by the Prospectus of Federated Hermes Project and Trade Finance
Tender Fund dated July __, 2025, as supplemented from time to time, which is incorporated herein by reference. This SAI
should be read in conjunction with such prospectus, a copy of which may be obtained without charge by contacting your financial
intermediary or calling the fund at 1-855-328-0109.
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
Contact us at FederatedHermes.com/us
or call 1-855-328-0109.
Federated Securities Corp., Distributor
© 2025 Federated Hermes, Inc.
Capitalized terms used in this SAI and not otherwise defined have the meanings given to them in the Fund’s Prospectus.
Primary investment strategies are described in the Prospectus. The following is a
description of the various additional investment policies that may be engaged in, whether as a primary or secondary strategy,
and a summary of certain attendant risks. The Adviser may not buy any of the following instruments or use any of the
following techniques unless it believes that doing so will help to achieve the Fund’s investment objective.
The Fund may invest in equity securities, including common stocks, warrants, or rights.
Additionally, the Fund may hold equity interests acquired in conjunction with investments in bonds, loans or other
similar instruments of the same or a related issuer, which may include equity interests embedded in or attached to such instrument,
equity interests that are separate investments in which the Fund has the ability to invest by virtue of its ownership
in such instrument of the same or a related issuer, and equity interests received in respect of ownership of such instrument in
connection with a financial restructuring or reorganization. Such investments may include, among other equity interests, common
and preferred stock, warrants and stock participation rights.
Investments, Techniques, Risks and Limitations
The principal securities or other investments in which the Fund invests are described in the Fund’s Prospectus. The Fund also may invest in securities or other investments as non-principal investments for any
purpose that is consistent with its investment objective. The following information is either additional information in respect of
a principal security or other investment referenced in the Prospectus or information in respect of a non-principal security
or other investment in which case there is no related disclosure in the Prospectus.
Securities Descriptions and Techniques
Equity securities represent a share of an issuer’s earnings and assets, after the issuer pays its liabilities. The Fund cannot predict the income it will receive from equity securities because issuers generally
have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for
appreciation than many other types of securities, because their value increases directly with the value of the issuer’s business. The following describes the types of equity securities in which the Fund invests.
Common stocks are the most prevalent type of equity security. Common stocks receive the issuer’s earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuer’s earnings directly influence the value of its common stock.
Preferred stocks have the right to receive specified dividends or distributions before
the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid
on common stock. Preferred stocks may also permit the issuer to redeem the stock. The Fund may also treat such redeemable preferred
stock as a fixed-income security.
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts
and companies organized outside the United States may issue securities comparable to common or preferred stock.
Warrants give the Fund the option to buy the issuer’s equity securities at a specified price (the “exercise price”) at a specified future date (the “expiration date”). The Fund may buy the designated securities by paying the exercise price before the expiration date. Warrants may become worthless if the price of the stock does not rise above
the exercise price by the expiration date. This increases the market risks of warrants as compared to the underlying security. Rights
are the same as warrants, except companies typically issue rights to existing stockholders.
Fixed-Income Securities
Fixed-income securities pay interest, dividends or distributions at a specified rate.
The rate may be a fixed percentage of the principal or may be adjusted periodically. In addition, the issuer of a fixed-income
security must repay the principal amount of the security, normally within a specified time. Fixed-income securities provide more
regular income than equity securities. However, the returns on fixed-income securities are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed-income securities as compared to equity securities.
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase or decrease depending upon whether it costs less (a “discount”) or more (a “premium”) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount
or premium security may change based upon the probability of an early redemption. Securities with higher risks generally
have higher yields.
The following describes the types of fixed-income securities in which the Fund invests.
This information is either additional information in respect of a principal security referenced in the Prospectus or information
in respect of a non-principal security (in which case there is no related disclosure in the Prospectus).
Mortgage-Backed Securities (MBS) (A Fixed-Income Security)
An MBS is a type of pass-through security, which is a pooled debt obligation repackaged
as interests that pass principal and interest through an intermediary to investors. In the case of MBS, the ownership interest
are issued by a trust and represent participation interests in pools of adjustable and fixed-rate mortgage loans. MBS
are most commonly issued or guaranteed by the U.S. government (or one of its agencies or instrumentalities) (“agency MBS”), but also may be issued or guaranteed by private entities (“non-agency MBS”). Unlike conventional debt obligations, MBS provide monthly payments derived from the monthly interest and principal payments (including any prepayments) made by the individual
borrowers on the pooled mortgage loans. Most MBS make these payments monthly; however, certain MBS are backed by mortgage
loans which do not generate monthly payments but rather generate payments less frequently.
The mortgage loan collateral for non-agency MBS consists of residential mortgage loans
that do not conform to GSEs underwriting guidelines. Non-agency MBS generally offer a higher yield than agency
MBS because there are no direct or indirect government guarantees of payment.
The non-agency and agency MBS acquired by the Fund could be secured by fixed-rate
mortgages, adjustable-rate mortgages or hybrid adjustable-rate mortgages. Adjustable-rate mortgages are mortgages whose
interest rates are periodically reset when market rates change. A hybrid adjustable-rate mortgage (“hybrid ARM”) is a type of mortgage in which the interest rate is fixed for a specified period and then resets periodically, or floats, for the remaining
mortgage term. Hybrid ARMs are usually referred to by their fixed and floating periods. For example, a “5/1 ARM” refers to a mortgage with a five-year fixed interest rate period, followed by 25 annual interest rate adjustment periods.
Derivative contracts are financial instruments that derive their value from underlying
securities, commodities, currencies, indices or other assets or instruments, including other derivative contracts (each a “Reference Instrument” and collectively, “Reference Instruments”). The most common types of derivative contracts are swaps, futures and options, and the major asset classes include interest rates, equities, commodities and foreign exchange. Each party
to a derivative contract may sometimes be referred to as a “counterparty.” Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument. These types of derivatives are frequently referred to as “physically settled” derivatives. Other derivative contracts require payments relating to the income or returns from, or changes in the
market value of, a Reference Instrument. These types of derivatives are known as “cash settled” derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
Many derivative contracts are traded on exchanges. In these circumstances, the relevant
exchange sets all the terms of the contract except for the price. Parties to an exchange-traded derivative contract make
payments through the exchange. Most exchanges require traders to maintain margin accounts through their brokers to cover
their potential obligations to the exchange. Parties to the contract make or collect daily payments to the margin accounts to reflect
losses (or gains), respectively, in the value of their contracts. This protects traders against a potential default by their counterparty.
Trading contracts on an exchange also allows traders to hedge or mitigate certain risks or carry out more complex trading
strategies by entering into offsetting contracts.
For example, the Fund could close out an open contract to buy an asset at a future
date by entering into an offsetting contract to sell the same asset on the same date. If the offsetting sale price is more than
the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open
contracts permitted at any one time. Such limits may prevent the Fund from closing out a position. If this happens, the Fund
will be required to keep the contract open (even if it is losing money on the contract), and to make any payments required under
the contract (even if it has to sell portfolio securities at unfavorable prices to do so). Inability to close out a contract could
also harm the Fund by preventing it from disposing of or trading any assets it has been using to secure its obligations under
the contract.
The Fund may also trade derivative contracts over-the-counter (OTC), meaning off-exchange,
in transactions negotiated directly between the Fund and an eligible counterparty, which may be a financial institution.
OTC contracts do not necessarily have standard terms, so they may be less liquid and more difficult to close out than
exchange-traded derivative contracts. In addition, OTC contracts with more specialized terms may be more difficult to value
than exchange-traded contracts, especially in times of financial stress.
The market for swaps and other OTC derivatives was largely unregulated prior to the
enactment of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Regulations enacted by the Commodity Futures Trading Commission (the “CFTC”) under the Dodd-Frank Act require the Fund to clear certain types of swap contracts (including certain interest rate and credit default swaps) through
a central clearinghouse known as a derivatives clearing organization (DCO).
To clear a swap through a DCO, the Fund will submit the contract to, and post margin
with, a futures commission merchant (FCM) that is a clearinghouse member. The Fund may enter into the swap with a counterparty
other than the FCM and arrange for the contract to be transferred to the FCM for clearing or enter into the contract
with the FCM itself. If the Fund must centrally clear a transaction, the CFTC’s regulations also generally require that the swap be executed on a registered exchange (either a designated contract market (DCM) or swap execution facility (SEF)). Central clearing
is presently required only for certain swaps; the CFTC is expected to impose a mandatory central clearing requirement for
additional derivative instruments over time.
DCOs, DCMs, SEFs and FCMs are all subject to regulatory oversight by the CFTC. In
addition, certain derivative market participants that act as market makers, and engage in a significant amount of “dealing” activity are also required to register as swap dealers with the CFTC. Among other things, swap dealers are subject to minimum
capital requirements and business conduct standards and must also post and collect initial and variation margin on uncleared
swaps with certain of their counterparties. Because of this, if the Fund enters into uncleared swaps with any
swap dealers, it may be subject to initial and variation margin requirements that could impact the Fund’s ability to enter into swaps in the OTC market, including making transacting in uncleared swaps significantly more expensive.
At this point in time, most of the Dodd-Frank Act has been fully implemented, though
a small number of remaining rulemakings are unfinished or are subject to phase-in periods. Any future regulatory
or legislative activity would not necessarily have a direct, immediate effect upon the Fund, though it is within the realm of possibility
that, upon implementation of these measures or any future measures, they could potentially limit or completely restrict
the ability of the Fund to use these instruments as a part of its investment strategy, increase the costs of using these
instruments or make them less effective.
Depending on how the Fund uses derivative contracts and the relationships between
the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference Instrument and may also expose the Fund to liquidity and leverage risk. OTC contracts
also expose the Fund to credit risk in the event that a counterparty defaults on the contract, although this risk may be mitigated
by submitting the contract for clearing through a DCO, or certain other factors, such as collecting margin from the counterparty.
The Fund may invest in a derivative contract if it is permitted to own, invest in
or otherwise have economic exposure to the Reference Instrument. The Fund is not required to own a Reference Instrument in order
to buy or sell a derivative contract relating to that Reference Instrument. The Fund may trade in the following specific
types and/or combinations of derivative contracts:
Futures Contracts (A Type of Derivative)
Futures contracts provide for the future sale by one party and purchase by another
party of a specified amount of a Reference Instrument at a specified price, date and time. Entering into a contract to buy a
Reference Instrument is commonly referred to as buying a contract or holding a long position in the asset. Entering into a contract
to sell a Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.
Futures contracts are considered to be commodity contracts. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the
Commodity Exchange Act with respect to the Fund and, therefore, is not subject to
registration or regulation as a commodity pool operator under the Act with respect to the Fund. Futures contracts traded OTC
are frequently referred to as forward contracts. The Fund can buy or sell financial futures (such as interest rate futures,
index futures and security futures), as well as currency futures and currency forward contracts.
An interest-rate futures contract is an exchange-traded contract for which the Reference
Instrument is an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate futures
contracts are U.S. Treasury futures contracts and Eurodollar futures contracts. The Reference Instrument for a U.S. Treasury
futures contract is a U.S. Treasury security. The Reference Instrument for a Eurodollar futures contract is the Secured
Overnight Financing Rate (commonly referred to as SOFR); Eurodollar futures contracts enable the purchaser to obtain
a fixed rate for the lending of funds over a stated period of time and the seller to obtain a fixed rate for a borrowing of funds
over that same period.
An index futures contract is an exchange-traded contract to make or receive a payment
based upon changes in the value of an index. An index is a statistical composite that measures changes in the value of designated
Reference Instruments within the index.
A security futures contract is an exchange-traded contract to purchase or sell in
the future a specific quantity of a security (other than a Treasury security) or a narrow-based securities index at a certain price.
Presently, the only available security futures contracts use shares of a single equity security as the Reference Instrument. However,
it is possible that in the future security futures contracts will be developed that use a single fixed-income security as the
Reference Instrument.
Currency Futures and Currency Forward Contracts
A currency futures contract is an exchange-traded contract to buy or sell a particular
currency at a specific price at some time in the future (commonly three months or more). A currency forward contract is not
an exchange-traded contract and represents an obligation to purchase or sell a specific currency at a future date, at a price set
at the time of the contract and for a period agreed upon by the parties which may be either a window of time or a fixed number of days
from the date of the contract. Currency futures and forward contracts are highly volatile, with a relatively small price movement
potentially resulting in substantial gains or losses to the Fund. Additionally, the Fund may lose money on currency futures and
forward contracts if changes in currency rates do not occur as anticipated or if the Fund’s counterparty to the contract were to default.
Option Contracts (A Type of Derivative)
Option contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the “exercise price”) during, or at the end of, a specified period. The seller (or “writer”) of the option receives a payment, or premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises)
the option. Options may be bought or sold on a wide variety of Reference Instruments. Options that are written on futures contracts
will be subject to margin requirements similar to those applied to futures contracts.
The Fund may buy and/or sell the following types of options:
A call option gives the holder (buyer) the right to buy the Reference Instrument from
the seller (writer) of the option. The Fund may use call options in the following ways:
■ Buy call options on a Reference Instrument in anticipation of an increase in the value
of the Reference Instrument; and
■ Write call options on a Reference Instrument to generate income from premiums, and
in anticipation of a decrease or only limited increase in the value of the Reference Instrument. If the Fund writes a call
option on a Reference Instrument that it owns and that call option is exercised, the Fund foregoes any possible profit from
an increase in the market price of the Reference Instrument over the exercise price plus the premium received.
A put option gives the holder the right to sell the Reference Instrument to the writer
of the option. The Fund may use put options in the following ways:
■ Buy put options on a Reference Instrument in anticipation of a decrease in the value
of the Reference Instrument; and
■ Write put options on a Reference Instrument to generate income from premiums, and
in anticipation of an increase or only limited decrease in the value of the Reference Instrument. In writing puts, there
is a risk that the Fund may be required to take delivery of the Reference Instrument when its current market price is lower than the
exercise price.
The Fund may also buy or write options, as needed, to close out existing option positions.
Finally, the Fund may enter into combinations of options contracts in an attempt to
benefit from changes in the prices of those options contracts (without regard to changes in the value of the Reference Instrument).
Swap Contracts (A Type of Derivative Contract)
A swap contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments. Most swaps do not involve the delivery
of the underlying assets by either party, and the parties might not own the Reference Instruments. The payments are usually
made on a net basis so that, on any given day, the Fund would receive (or pay) only the amount by which its payment under the
contract is less than (or exceeds) the amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a variety of names. Common swap agreements that the Fund may use include:
Interest rate swaps are contracts in which one party agrees to make regular payments
equal to a fixed or floating interest rate times a stated principal amount (commonly referred to as a “notional principal amount”) in return for payments equal to a different fixed or floating rate times the same principal amount, for a specific period.
Caps and Floors are contracts in which one party agrees to make payments only if an
interest rate or index goes above (Cap) or below (Floor) a certain level in return for a fee from the other party.
A total return swap is an agreement between two parties whereby one party agrees to
make payments of the total return from a Reference Instrument (or a basket of such instruments) during the specified period,
in return for payments equal to a fixed or floating rate of interest or the total return from another Reference Instrument. Alternately,
a total return swap can be structured so that one party will make payments to the other party if the value of a Reference Instrument
increases, but receive payments from the other party if the value of that instrument decreases.
A credit default swap (CDS) is an agreement between two parties whereby one party (the “Protection Buyer”) agrees to make payments over the term of the CDS to the other party (the “Protection Seller”), provided that no designated event of default, restructuring or other credit related event (each a “Credit Event”) occurs with respect to Reference Instrument that is usually a particular bond, loan or the unsecured credit of an issuer, in general (the “Reference Obligation”). Many CDS are physically settled, which means that if a Credit Event occurs, the Protection Seller must pay
the Protection Buyer the full notional value, or “par value,” of the Reference Obligation in exchange for delivery by the Protection Buyer of the Reference Obligation or another similar obligation issued by the issuer of the Reference Obligation (the “Deliverable Obligation”). The Counterparties agree to the characteristics of the Deliverable Obligation at the time that they enter into the CDS. Alternately, a CDS can be “cash-settled,” which means that upon the occurrence of a Credit Event, the Protection Buyer will
receive a payment from the Protection Seller equal to the difference between the par amount of the Reference
Obligation and its market value at the time of the Credit Event. The Fund may be either the Protection Buyer or the Protection Seller
in a CDS. If the Fund is a Protection Buyer and no Credit Event occurs, the Fund will lose its entire investment in the
CDS (i.e., an amount equal to the payments made to the Protection Seller over the term of the CDS). However, if a Credit Event
occurs, the Fund (as Protection Buyer) will deliver the Deliverable Obligation and receive a payment equal to the full notional
value of the Reference Obligation, even though the Reference Obligation may have little or no value. If the Fund is the Protection
Seller and no Credit Event occurs, the Fund will receive a fixed rate of income throughout the term of the CDS. However,
if a Credit Event occurs, the Fund (as Protection Seller) will pay the Protection Buyer the full notional value of the Reference
Obligation and receive the Deliverable Obligation from the Protection Buyer. A CDS may involve greater risks than if the
Fund invested directly in the Reference Obligation. For example, a CDS may increase credit risk since the Fund has exposure
to both the issuer of the Reference Obligation and the Counterparty to the CDS.
Currency swaps are contracts which provide for interest payments in different currencies.
The parties might agree to exchange the notional principal amounts of the currencies as well (commonly called a “foreign exchange swap”).
OTHER INVESTMENTS, TRANSACTIONS, TECHNIQUES
Repurchase agreements are transactions in which the Fund buys a security from a dealer
or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting the Fund’s return on the transaction. This return is unrelated to the interest rate on the underlying security.
The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities
dealers, deemed creditworthy by the Adviser.
The Fund’s custodian or subcustodian will take possession of the securities subject to repurchase agreements. The Adviser or subcustodian will monitor the value of the underlying security each day to ensure
that the value of the security always equals or exceeds the repurchase price.
Repurchase agreements are subject to credit risks.
Hybrid instruments combine elements of two different kinds of securities or financial
instruments (such as a derivative contract). Frequently, the value of a hybrid instrument is determined by reference
to changes in the value of a Reference Instrument (that is a designated security, commodity, currency, index, or other asset
or instrument including a derivative contract). Hybrid instruments can take on many forms including, but not limited to,
the following forms. First, a common form of a hybrid instrument combines elements of a derivative contract with those of another
security (typically a fixed-income security). In this case all or a portion of the interest or principal payable on a hybrid security
is determined by reference to changes in the price of a Reference Instrument. Second, a hybrid instrument may also combine elements
of a fixed-income security and an equity security. Third, hybrid instruments may include convertible securities with
conversion terms related to a Reference Instrument.
Depending on the type and terms of the hybrid instrument, its risks may reflect a
combination of the risks of investing in the Reference Instrument with the risks of investing in other securities, currencies and
derivative contracts. Thus, an investment in a hybrid instrument may entail significant risks in addition to those associated with
traditional securities or the Reference Instrument. Hybrid instruments are also potentially more volatile than traditional
securities or the Reference Instrument. Moreover, depending on the structure of the particular hybrid, it may expose the Fund
to leverage risks or carry liquidity risks.
Credit Linked Note (A Type of Hybrid Instrument)
A credit linked note (CLN) is a type of hybrid instrument in which a special purpose entity issues a structured note (the “Note Issuer”) with respect to which the Reference Instrument is a single bond, a portfolio of bonds, or the unsecured credit of an issuer, in general (each a “Reference Credit”). The purchaser of the CLN (the “Note Purchaser”) invests a par amount and receives a payment during the term of the CLN that equals a fixed or floating rate
of interest equivalent to a high rated funded asset (such as a bank certificate of deposit) plus an additional premium that relates
to taking on the credit risk of the Reference Credit. Upon maturity of the CLN, the Note Purchaser will receive a payment equal
to: (i) the original par amount paid to the Note Issuer, if there is no occurrence of a designated event of default, restructuring or other credit event (each a “Credit Event”) with respect to the issuer of the Reference Credit; or (ii) the market value of the
Reference Credit, if a Credit Event has occurred. Depending upon the terms of the CLN, it is also possible that the Note Purchaser may
be required to take physical delivery of the Reference Credit in the event of a Credit Event. Most credit linked notes use a corporate
bond (or a portfolio of corporate bonds) as the Reference Credit. However, almost any type of fixed-income security (including
foreign government securities), index or derivative contract (such as a credit default swap) can be used as the Reference Credit.
Equity Linked Note (A Type of Hybrid Instrument)
An equity linked note (ELN) is a type of hybrid instrument that provides the noteholder
with exposure to a single equity security, a basket of equity securities, or an equity index (the “Reference Equity Instrument”). Typically, an ELN pays interest at agreed rates over a specified time period and, at maturity, either converts into shares
of a Reference Equity Instrument or returns a payment to the noteholder based on the change in value of a Reference Equity Instrument.
Derivatives Regulation and Asset Coverage
The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial
change in recent years and such change may continue. In addition, effective August 19, 2022, Rule 18f-4 (the “Derivatives Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), replaced the asset segregation framework previously used by funds to comply with limitations on leverage imposed by the 1940 Act. The Derivatives Rule generally mandates
that a fund either limit derivatives exposure to 10% or less of its net assets, or in the alternative implement: (i) limits
on leverage calculated based value-at-risk (VAR); and (ii) a written derivatives risk management program (DRMP) administered
by a derivatives risk manager appointed by the Fund’s Board, including a majority of the independent Board members, that is periodically reviewed by the Board.
In accordance with the requirements of Section 18 of the 1940 Act, any borrowings
by the Fund will be made only to the extent the value of its assets, less its liabilities other than borrowings, is equal to at least 300% of all of its borrowings (the “300% Asset Coverage Ratio”). The Derivatives Rule permits the Fund to enter into reverse repurchase agreements and similar financing transactions, notwithstanding limitations on the issuance of senior securities under
Section 18 of the 1940 Act, provided that the Fund either (i) treats these transactions as derivatives transactions under the Derivatives
Rule, or (ii) ensures that the 300% Asset Coverage Ratio with respect to such transactions and any other borrowings in the aggregate.
While reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do
not need to be included in the calculation of whether a fund satisfies the Limited Derivatives Users exception, for funds subject
to the VAR testing requirement, reverse repurchase agreements and similar financing transactions must be included for purposes
of such testing whether treated as derivatives transactions or not. See “Borrowing Money and Issuing Senior Securities” and “Additional Information” below.
Hedging transactions are intended to reduce specific risks. For example, to protect
the Fund against circumstances that would normally cause the Fund’s portfolio securities to decline in value, the Fund may buy or sell a derivative contract that would normally increase in value under the same circumstances. The Fund may also attempt
to hedge by using combinations of different derivative contracts, or derivative contracts and securities. The Fund’s ability to hedge may be limited by the costs of the derivative contracts. The Fund may attempt to lower the cost of hedging by entering
into transactions that provide only limited protection, including transactions that: (1) hedge only a portion of its portfolio;
(2) use derivative contracts that cover a narrow range of circumstances; or (3) involve the sale of derivative contracts with
different terms. Consequently, hedging transactions will not eliminate risk even if they work as intended. In addition, hedging
strategies are not always successful, and could result in increased expenses and losses to the Fund.
There are many factors which may affect an investment in the Fund. The Fund’s principal risks are described in the Prospectus. The following information is either additional information in respect
of a principal risk factor referenced in the Prospectus or information in respect of a non-principal risk factor applicable to
the Fund (in which case there is no related disclosure in the Prospectus).
Equity risk is the risk that the value of securities held by the Fund will rise or
fall over time. These fluctuations could be a sustained trend or a drastic movement. Historically, the equity market has moved in cycles, and the value of the Fund’s equity securities may fluctuate from day to day. The Fund’s portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock valuations. Consequently, the Fund’s Share price may decline. Although common stocks have historically generated higher average returns than fixed-income securities over the
long term, common stocks also have experienced significantly more volatility in returns. An adverse event, such as an
unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock
of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the
price of most or all of the common stocks held by the Fund. In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other possible reasons, the issuer of
the security experiences a decline in its financial condition. Furthermore, equity interests in an issuer held by the Fund may
not be listed on public stock exchanges and therefore subject to risks typical of privately held equity. Finally, common stock
prices may be sensitive to rising interest rates, as the costs of capital rise and borrowing costs increase.
The Adviser attempts to manage market risk by limiting the amount the Fund invests in each company’s equity securities. However, diversification will not protect the Fund against widespread or prolonged
declines in the stock market.
RISK OF INVESTING IN DERIVATIVE CONTRACTS AND HYBRID INSTRUMENTS
The Fund’s exposure to derivative contracts and hybrid instruments (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks
associated with investing directly in securities and other traditional investments. First, changes in the value of the derivative
contracts and hybrid instruments in which the Fund invests may not be correlated with changes in the value of the underlying
Reference Instruments or, if they are correlated, may move in the opposite direction than originally anticipated. Second,
while some strategies involving derivatives may reduce the risk of loss, they may also reduce potential gains or, in some cases,
result in losses by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts
and hybrid instruments may be erroneously priced or improperly valued and, as a result, the Fund may need to make increased cash payments
to the counterparty. Fourth, exposure to derivative contracts and hybrid instruments may have tax consequences to the Fund
and its shareholders. For example, derivative contracts and hybrid instruments may cause the Fund to realize increased
ordinary income or short-term capital gains (which are treated as ordinary income for federal income tax purposes) and, as a result,
may increase taxable distributions to shareholders. In addition, under certain circumstances, certain derivative contracts
and hybrid instruments may cause the Fund to: (a) incur an excise tax on a portion of the income related to those contracts and
instruments; and/or (b) reclassify, as a return of capital, some or all of the distributions previously made to shareholders during the
fiscal year as dividend income. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate
any such contract between it and the Fund, if the value of the Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant shareholder
redemptions and/or a marked decrease in the market value of the Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect the Fund (for example, by increasing losses and/or costs, and/or preventing the Fund from
fully implementing its investment strategies). Sixth, the Fund may use a derivative contract to benefit from a decline
in the value of a Reference Instrument. If the value of the Reference Instrument declines during the term of the contract, the Fund
makes a profit on the difference (less any payments the Fund is required to pay under the terms of the contract). Any such strategy
involves risk. There is no assurance that the Reference Instrument will decline in value during the term of the contract and
make a profit for the Fund. The Reference Instrument may instead appreciate in value creating a loss for the Fund. Seventh,
a default or failure by a CCP or an FCM (also sometimes called a “futures broker”), or the failure of a contract to be transferred from an Executing Dealer to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from
entering or exiting derivative positions, accessing margin or fully implementing its investment strategies. The central clearing
of a derivative and trading of a contract over a SEF could reduce the liquidity in, or increase costs of entering into or holding,
any contracts. Finally, derivative contracts and hybrid instruments may also involve other risks described herein or in the Fund’s Prospectus, such as interest rate, credit, currency, liquidity and leverage risks.
Asset-Backed Securities (ABS) Risk
The value of asset-backed securities (ABS) may be affected by certain factors such
as interest rate risk, the availability of information concerning the pool of underlying assets and its structure, the creditworthiness
of the servicing agent for the pool or the originator of the underlying assets and the ability of the servicer to service
the underlying collateral. Under certain market conditions, ABS may be less liquid and may be difficult to value. Movements in interest
rates (both increases and decreases) may quickly and significantly reduce the value of certain types of ABS. Unscheduled prepayments
of ABS may result in a loss of income if the proceeds are invested in lower-yielding securities. Conversely, in a
rising interest rate environment, a declining prepayment rate will extend the average life of many ABS, which increases the risk
of depreciation due to future increases in market interest rates. ABS can also be subject to the risk of default on the underlying
assets.
RISK ASSOCIATED WITH THE INVESTMENT ACTIVITIES OF OTHER ACCOUNTS
Investment decisions for the Fund are made independently from those of other accounts
managed by the Adviser and accounts managed by affiliates of the Adviser. Therefore, it is possible that investment-related
actions taken by such other accounts could adversely impact the Fund with respect to, for example, the value of Fund portfolio
holdings, and/or prices paid to or received by the Fund on its portfolio transactions, and/or the Fund’s ability to obtain or dispose of portfolio securities. Related considerations are discussed elsewhere in this SAI under “Brokerage Transactions and Investment Allocation.”
REPURCHASES, MANDATORY REPURCHASES, AND TRANSFERS OF SHARES
As discussed in the Prospectus, offers to repurchase Shares will be made by the Fund
at such times and on such terms as may be determined by the Board in its sole discretion in accordance with the provisions
of applicable law. Currently the Fund anticipates making quarterly tender offers. In determining whether the Fund should
repurchase Shares from shareholders pursuant to written tenders, the Board will consider various factors, including but
not limited to those listed in the Prospectus, in making its determinations.
The Board will cause the Fund to make offers to repurchase Shares from shareholders
pursuant to written tenders only on terms it determines to be fair to the Fund and to all shareholders or persons holding
Shares acquired from shareholders. When the Board determines that the Fund will repurchase Shares, notice will be provided to
each shareholder describing the terms thereof, and containing information shareholders should consider in deciding whether and how
to participate in such repurchase opportunity. Shareholders who are deciding whether to tender their Shares during the
period that a repurchase offer is open may ascertain an estimated net asset value at the latest valuation date of their Shares
from the Fund during such period. If a repurchase offer is oversubscribed by shareholders, the Fund will repurchase only a pro rata
portion of the Shares tendered by each shareholder. The potential for pro-ration may cause some shareholders to tender larger
portions of their Shares for repurchase than they otherwise would wish to have repurchased, which may adversely affect others
wishing to participate in the tender.
As noted in the Prospectus, the Fund has the right to repurchase Shares of a shareholder
or any person acquiring Shares from or through a shareholder under certain circumstances, provided that any mandatory
repurchases will be conducted in accordance with Rule 23c-2 under the 1940 Act. Such mandatory repurchases may be made if:
■ Shares have been transferred or such Shares have vested in any person by operation
of law as the result of the death, dissolution, bankruptcy or incompetency of a shareholder; or
■ ownership of Shares by a shareholder or other person will cause the Fund to be in
violation of, or subject the Fund to additional registration or regulation under, the securities, commodities or other
laws of the United States or any other relevant jurisdiction; or
■ continued ownership of such Shares may be harmful or injurious to the business or
reputation of the Fund or the Adviser, or may subject the Fund or any shareholders to an undue risk of adverse tax or other
fiscal consequences; or
■ any of the representations and warranties made by a shareholder in connection with
the acquisition of Shares was not true when made or has ceased to be true; or
■ it would be in the best interests of the Fund and shareholders to repurchase Shares.
Although larger and/or more established than many emerging markets, the markets of
the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with
emerging markets. Direct investments in, or indirect exposure to, the Greater China region may be subject to the risks associated
with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions resulting from China’s relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government
actions. The attitude of the Chinese government toward growth and capitalism is uncertain, and the markets of Hong Kong
and China could be hurt significantly by any government interference or any material change in government policy. For example,
the Chinese government may restrict investment in companies or industries considered important to national interests,
or intervene in the financial markets, such as by imposing trading restrictions, or banning or curtailing short selling. As export-driven
economies, the economies of countries in the Greater China region are affected by developments in the economies of their principal
trading partners. A downturn in these economies could slow or eliminate the growth of the economies of the Greater China
region and adversely impact the Fund’s investments.
The Fund may invest in loans that may be “covenant lite.” This term typically refers to loans that lack, or contain fewer or contingent, financial maintenance covenants or other provisions intended to provide
certain financial protections in favor of lenders as compared to other types of loans. Financial maintenance covenants generally
require a borrower to satisfy certain financial metrics at regular intervals over the life of the loan. Loans that include
financial maintenance covenants will typically require the borrower to provide a calculation of its financial maintenance covenants
and other related financial information on a periodic basis, which permits the lender to monitor the borrower’s financial performance over time. The failure to satisfy a
financial maintenance covenant as of any required testing period will result in a
default and permit the lender, in certain circumstances, to exercise its rights and remedies against the borrower. Additionally,
a lender may determine, based on a borrower’s financial maintenance covenant calculations, that a borrower is experiencing financial distress or decline, which typically permits the lender to engage in negotiations with the borrower or take other
actions in order to mitigate losses.
Covenant-lite loans carry greater risks than loans with financial maintenance covenants
because the borrower will generally have more flexibility with respect to its activities, and the Fund or lender may receive
less frequent or less detailed financial reporting from the borrower and may experience greater delays and difficulties in enforcing its rights if the borrower’s financial performance declines, which may result in losses to the Fund. For example, if a default
occurs, covenant-lite loans may exhibit diminished recovery values because the Fund or lender may not have had the opportunity
to negotiate with the borrower prior to the default and otherwise may have limited financial information or a limited ability
to intervene or obtain concessions from a borrower prior to default. Ultimately, these loans provide fewer protections in favor
of the Fund, including with respect to the possibility of default, as well as a more limited ability to declare a default. These
risks are particularly acute during a downturn in the credit cycle.
CYBERSECURITY AND OPERATIONAL RISK
Like other funds and business enterprises, Federated Hermes’ business relies on the security and reliability of information and communications technology, systems and networks. Federated Hermes uses digital
technology, including, for example, networked systems, email and the Internet, as well as mobile devices and “cloud”-based service offerings, to conduct business operations and engage clients, customers, employees, products, accounts, shareholders
and relevant service providers, among others. Federated Hermes, as well as its funds and certain service providers, also
generate, compile and process information for purposes of preparing and making filings or reports to governmental agencies, or providing
reports or statements to customers, and a cybersecurity attack or incident that impacts that information, or the generation
and filing processes, can prevent required regulatory filings and reports from being made, or reports or statements from being
delivered, or cause the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy
laws). The use of the Internet and other electronic media and technology exposes the Fund, the Fund’s shareholders, and the Fund’s service providers, and their respective operations, to potential risks from cybersecurity attacks or incidents (collectively, “cyber-events”). The work-from-home environment necessitated by the novel coronavirus (“COVID-19”) pandemic has increased the risk of cyber incidents given the increase in cyber attack surface stemming from the use of personal devices and
non-office or personal technology.
Cyber-events can result from intentional (or deliberate) attacks or unintentional
events by insiders (e.g., employees) or third parties, including cybercriminals, competitors, nation-states and “hacktivists,” among others. Cyber-events can include, for example, phishing, credential harvesting or use of stolen access credentials, unauthorized
access to systems, networks or devices (such as, for example, through “hacking” activity), structured query language attacks, infection from or spread of malware, ransomware, computer viruses or other malicious software code, corruption of data,
exfiltration of data to malicious sites, the dark web or other locations or threat actors, and attacks (including, but not limited
to, denial of service attacks on websites) which shut down, disable, slow, impair or otherwise disrupt operations, business processes,
technology, connectivity or website or Internet access, functionality or performance. Like other funds and business enterprises,
the Fund and its service providers have experienced, and will continue to experience, cyber-events on a daily basis.
In addition to intentional cyber-events, unintentional cyber-events can occur, such as, for example, the inadvertent release
of confidential information. Cyber-events can also be carried out in a manner that does not require gaining unauthorized access,
such as causing denial-of-service attacks on the service providers’ systems or websites rendering them unavailable to intended users or via “ransomware” that renders the systems inoperable until appropriate actions are taken. To date, cyber-events have not had a material adverse effect on the Fund’s business operations or performance.
Cyber-events can affect, potentially in a material way, Federated Hermes’ relationships with its customers, employees, products, accounts, shareholders and relevant service providers. Any cyber-event could
adversely impact the Fund and its shareholders and cause the Fund to incur financial loss and expense, as well as face
exposure to regulatory penalties, reputational damage, damage to employee perceptions of the company, and additional compliance costs
associated with corrective measures and credit monitoring for impacted individuals. A cyber-event can cause the Fund,
or its service providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example,
the loss of the ability to process transactions, generate or make filings or deliver reports or statements, calculate the Fund’s NAV, or allow shareholders to transact business or other disruptions to operations), and/or fail to comply with applicable privacy and
other laws. Among other potentially harmful effects, cyber-events also can result in theft, unauthorized monitoring and failures
in the physical infrastructure or operating systems that support the Fund and its service providers. In addition, cyber-events
affecting issuers in which the Fund invests could cause the Fund’s investments to lose value.
The Fund’s Adviser and its relevant affiliates have established risk management systems reasonably designed to seek to reduce the risks associated with cyber-events. The Fund’s Adviser employs various measures aimed at mitigating cybersecurity risk, including, among others, use of firewalls, system segmentation, system monitoring,
virus scanning, periodic penetration testing, employee phishing training and an employee cybersecurity awareness campaign. Among
other service provider management efforts, Federated Hermes also conducts due diligence on key service providers relating
to cybersecurity. Federated Hermes has established a committee to oversee Federated Hermes’ information security and data governance efforts, and updates on cyber-events and risks are reviewed with relevant committees, as well as Federated Hermes’ and the Fund’s Boards of Directors or Trustees (or a committee thereof), on a periodic (generally quarterly) basis (and
more frequently when circumstances warrant) as part of risk management oversight responsibilities. However, there is no guarantee
that the efforts of Federated Hermes, the Fund’s Adviser or its affiliates, or other service providers, will succeed, either entirely or partially as there are limits on Federated Hermes’ and the Fund’s ability to prevent, detect or mitigate cyber-events. Among other reasons, the cybersecurity landscape is constantly evolving, the nature of malicious cyber-events is becoming increasingly sophisticated and the Fund’s Adviser, and its relevant affiliates, cannot control the cyber systems and cybersecurity
systems of issuers or third-party service providers.
The Fund can be exposed to operational risk arising from a number of factors, including,
but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or system failures. In addition, other disruptive
events, including, but not limited to, natural disasters and public health crises (such as the COVID-19 pandemic), can adversely affect the Fund’s ability to conduct business, in particular if the Fund’s employees or the employees of its service providers are unable or unwilling to perform their responsibilities as a result of any such event. Even if the Fund’s employees and the employees of its service providers are able to work remotely, those remote work arrangements could result in the Fund’s business operations being less efficient than under normal circumstances, could lead to delays in its processing of transactions, and
could increase the risk of cyber-events.
The investment objective of the Fund is to provide total return primarily from income. The Fund’s investment objective is non-fundamental, meaning that it can be changed by the Board of Trustees without Shareholder
approval. The Fund pursues its investment objective primarily by investing in trade finance, structured trade, export
finance, import finance, supply chain financing and project finance assets of entities, including sovereign entities (“trade finance related securities”). Trade finance related securities primarily will be located in, or have exposure to, global emerging
markets.
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities to
the maximum extent permitted under the 1940 Act, any rule or order thereunder, or any Staff interpretation thereof.
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 not purchase or sell physical commodities, provided that the Fund may
purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions
involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by
payment of cash are not deemed to be investments in commodities. The Fund may exercise its rights under agreements relating
to such instruments, including the right to enforce security interests and to hold commodities acquired by reason of such enforcement
until the commodities can be liquidated in an orderly manner.
Underwriting
The Fund may not underwrite the securities of other issuers, except that the Fund
may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances
where it may be considered to be an underwriter under the Securities Act of 1933, as amended.
The Fund may not make loans to other persons, except by: (a) the acquisition of loans,
loan interests, debt securities and other obligations in which the Fund is authorized to invest in accordance with its investment
objectives and policies; (b) entering into repurchase agreements; and (c) lending its portfolio securities.
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 or group of industries. For purposes of this restriction,
the term concentration has the meaning set forth in the 1940 Act, any rule or order thereunder, or any Staff interpretation thereof.
Government securities and municipal securities will not be deemed to constitute an industry.
The above limitations are fundamental and cannot be changed unless authorized by the Board and by the “vote of a majority of the Fund’s outstanding voting securities,” as defined by the 1940 Act, which means the lesser of (a) 67% of the Shares of the Fund present or represented by proxy at a meeting if the holders of more than
50% of the outstanding Shares are present or represented at the meeting or (b) more than 50% of outstanding Shares of the Fund. The following limitations, however, may be changed by the Board without shareholder approval. Shareholders
will be notified before any material change in these limitations becomes effective.
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 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.
APPLICATION OF CONCENTRATION RESTRICTION
In applying the Fund’s concentration restriction: (a) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry;
(b) financial service companies will be classified according to the end users of their services, for example, automobile finance,
bank finance and diversified finance will each be considered a separate industry; (c) asset-backed securities will be classified
according to the underlying assets securing such securities; and (d) municipal securities shall exclude private activity municipal
debt securities, which are principally backed by the assets and revenues of the non-governmental user of the funds generated by
securities issuance.
To conform to the current view of the Staff that only domestic bank deposit instruments
may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Fund will not
exclude foreign bank instruments from industry concentration limitation tests so long as the policy of the SEC remains in
effect. The investment of more than 25% of the value of the Fund’s total assets in any one industry will constitute “concentration.”
For purposes of the above limitations, the Fund considers certificates of deposit
and demand and time deposits issued by a U.S. branch of a domestic bank or savings association having capital, surplus and
undivided profits in excess of $100,000,000 at the time of investment to be “cash items” and “bank instruments.” With respect to the “Borrowing Money and Issuing Senior Securities” investment limitation, the 1940 Act currently requires that any indebtedness incurred by a closed-end investment company have an asset coverage of at least 300% at the time of borrowing. In addition,
the 1940 Act permits the Fund to issue senior securities as follows: (i) preferred shares which immediately after issuance
will have asset coverage of at least 200%, (ii) indebtedness which immediately after issuance will have asset coverage of at
least 300%, or (iii) the borrowings permitted under the 1940 Act as described above. The 1940 Act currently defines “senior security” as any bond, debenture, note or similar obligation or instrument constituting a security and evidencing indebtedness and any
stock of a class having priority over any other class as to distribution of assets or payment of dividends. Debt and equity
securities issued by a closed-end investment company meeting the foregoing asset coverage provisions are excluded from the general
1940 Act prohibition on the issuance of senior securities.
For purposes of the above limitations, municipal securities are those securities issued
by governments or political subdivisions of governments.
Except with respect to borrowing money, if a percentage limitation is adhered to at
the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result
in a violation of such limitation.
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 securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer. Should
the Fund determine to operate as a non-diversified investment company in excess of these limits, it will first seek shareholder approval
to do so.
In applying the concentration and diversification restrictions, each governmental
subdivision, including states and the District of Columbia, territories, possessions of the United States, or their political subdivisions,
agencies, authorities, instrumentalities, or similar entities, will be considered a separate issuer if its assets and revenues
are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial
development bonds backed only by the assets and revenues of a nongovernmental user are considered to be issued solely by that
user. If in the case of an industrial development bond or government-issued security, a governmental or some other entity
guarantees the security, such guarantee would be considered a separate security issued by the guarantor, subject to the same
restrictions. The Fund considers certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus and undivided profits in excess of $100,000,000 at the time of investment to be “cash items” and “bank instruments.”
The Board is responsible for managing the Fund’s business affairs and for exercising all the Fund’s powers except those reserved for the shareholders. The following tables give information about each Board
member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. The address of all Independent
Board members listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561; Attention: Mutual Fund Board. As of
December 31, 2024, the Federated Hermes Complex consisted of 32 investment companies (comprising 100 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios
in the Federated Hermes Complex and serves for an indefinite term.
As of July __, 2025, the Fund’s Board and Officers as a group owned less than 1% of the Fund’s outstanding Shares. [TO BE UPDATED BY AMENDMENT]
qualifications of Independent Trustees
Individual Trustee qualifications are noted in the “Independent Trustees Background and Compensation” chart. In addition, the following characteristics are among those that were considered for each existing Trustee
and will be considered for any Nominee Trustee.
■ Outstanding skills in disciplines deemed by the Independent Trustees to be particularly
relevant to the role of Independent Trustee and to the Federated Hermes funds, including legal, accounting, business management,
the financial industry generally and the investment industry particularly.
■ Desire and availability to serve for a substantial period of time, taking into account the Board’s current mandatory retirement age of 75 years.
■ No conflicts which would interfere with qualifying as independent.
■ Appropriate interpersonal skills to work effectively with other Independent Trustees.
■ Understanding and appreciation of the important role occupied by Independent Trustees
in the regulatory structure governing regulated investment companies.
■ Diversity of background.
Interested Trustees Background and Compensation
Name
Birth Date
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
J. Christopher Donahue*
Birth Date: April 11, 1949
President and Trustee
Indefinite Term
Began serving: August 2016
|
Principal Occupations: Principal Executive Officer and President of certain
of the Funds in the Federated Hermes Complex; Director or Trustee of the
Funds in the Federated Hermes Complex; Chairman, President, Chief
Executive Officer and Director, Federated Hermes, Inc.; Trustee, Federated
Administrative Services and Director, Federated Administrative Services,
Inc.; Trustee and Chairman, Federated Advisory Services Company; Director
or Trustee and Chairman, Federated Investment Management Company,
Federated Global Investment Management Corp., Federated Equity
Management Company of Pennsylvania, and Federated MDTA LLC; Trustee,
Federated Investment Counseling; Trustee, Federated Shareholder Services
Company; Director, Federated Services Company.
Previous Positions: President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
|
|
Thomas R. Donahue*
Birth Date: October 20,1958
Trustee
Indefinite Term
Began serving: August 2016
|
Principal Occupations: Director or Trustee of certain funds in the
Federated Hermes Complex; Chief Financial Officer, Treasurer, Vice
President and Assistant Secretary, Federated Hermes, Inc.; Chairman and
Trustee, Federated Administrative Services; Chairman and Director,
Federated Administrative Services, Inc.; Trustee and Treasurer, Federated
Advisory Services Company; Director or Trustee and Treasurer, Federated
Equity Management Company of Pennsylvania, Federated Global
Investment Management Corp., Federated Investment Counseling, and
Federated Investment Management Company; Director, MDTA LLC;
Director, Executive Vice President and Assistant Secretary, Federated
Securities Corp.; Director or Trustee and Chairman, Federated Services
Company and Federated Shareholder Services Company; and Director and
President, FII Holdings, Inc.
Previous Positions: Director, Federated Hermes, Inc.; Assistant Secretary,
Federated Investment Management Company, Federated Global
Investment Management Company and Passport Research, LTD; Treasurer,
Passport Research, LTD; Executive Vice President, Federated Securities
Corp.; and Treasurer, FII Holdings, Inc.
|
|
|
*
Family relationships and reasons for “interested” status: J. Christopher Donahue and Thomas R. Donahue are brothers. Both are “interested” due to their beneficial ownership of shares of Federated Hermes, Inc. and the positions they hold with Federated
Hermes, Inc. and its subsidiaries.
Independent Trustees Background, Qualifications and Compensation
|
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
John G. Carson
Birth Date: May 15, 1965
Trustee
Indefinite Term
Began serving: January 2024
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Chief Executive Officer, Chief Investment Officer, Northstar Asset
Management (Financial Services); formerly Chief Compliance Officer,
Northstar Asset Management.
Other Directorships Held: None.
Qualifications: Mr. Carson has served in various business management
roles throughout his career. Mr. Carson was a Vice President at the
Glenmede Trust Company and a Managing Director at Oppenheimer &
Company. Prior to that he spent more than a decade with the Bank of
America/Merrill Lynch as a Director of Institutional Sales. Earlier on, Mr.
Carson held similar positions for Wertheim Schroder/Schroders PLC and
Drexel Burnham Lambert.
|
|
|
|
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
G. Thomas Hough
Birth Date: February 28,1955
TRUSTEE
Indefinite Term
Began serving: August 2016
|
Principal Occupations: Director or Trustee and Chair of the Board of
Directors or Trustees of the Federated Hermes Complex; formerly, Vice
Chair, Ernst & Young LLP (public accounting firm) (Retired).
Other Directorships Held: Director, Chair of the Audit Committee,
Member of the Compensation Committee, Equifax, Inc.; Lead Director,
Member of the Audit and Nominating and Corporate Governance
Committees, Haverty Furniture Companies, Inc.
Qualifications: Mr. Hough has served in accounting, business management
and directorship positions throughout his career. Mr. Hough most recently
held the position of Americas Vice Chair of Assurance with Ernst &
Young LLP (public accounting firm). Mr. Hough serves on the President’s
Cabinet and Business School Board of Visitors for the University of
Alabama. Mr. Hough previously served as a Director and Member of the
Audit, Governance, and Compensation Committees at Publix Super
Markets, Inc. as well as on the Business School Board of Visitors for Wake
Forest University. In addition, he previously served as an Executive
Committee member of the United States Golf Association.
|
|
|
Karen L. Larrimer
Birth Date: December 10, 1962
TRUSTEE
Indefinite Term
Began serving: January 2025
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; formerly, Executive Vice President and Head of Retail Banking
and Chief Customer Officer, The PNC Financial Services Group, Inc.
(Retired).
Other Directorships Held: None.
Qualifications: Ms. Larrimer has served in several business and financial
management roles and directorship positions throughout her career. She
previously held the position of Executive Vice President and Head of Retail
Banking and Chief Customer Officer, The PNC Financial Services Group,
Inc. Prior to those roles, Ms. Larrimer held several executive positions at
PNC, including Chief Marketing Officer and Executive Vice President for
Business Banking. In addition to her various roles at PNC, Ms. Larrimer
previously was an assistant director at Ernst & Young LLP and served in
several leadership roles at Mellon Bank. Ms. Larrimer also currently holds
the positions on not for profit or for profit boards of directors as follows:
Director, Highmark, Inc. (health insurance organization); Director, Modern
Executive Solutions (executive search and advisory solutions firm); Director
and former Chair, Children’s Museum of Pittsburgh; Director and former
Chair, United Way of Southwestern Pennsylvania; and Emeritus Director,
Goodwill Industries Pittsburgh. Ms. Larrimer has held the positions of:
President, Duquesne Club of Pittsburgh; Trustee, Robert Morris University;
Director, PNC Foundation; and Director, numo (fintech incubator).
|
|
|
Max F. Miller
Birth Date: December 6, 1968
TRUSTEE
Indefinite Term
Began serving: January 2025
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Associate Professor, Director of Entrepreneurial Studies, Director
– Ignite Business Incubator, Washington & Jefferson College.
Other Directorships Held: None.
Qualifications: Mr. Miller has served in several legal, business, and
academic roles and directorship positions throughout his career. Mr. Miller
serves as Associate Professor of Business & Entrepreneurship, Director of
Entrepreneurial Studies, and Director of Ignite Business Incubator at
Washington & Jefferson College. He also serves as President and Chief
Tasting Officer of Raise Your Spirits, an experiential engagement firm. Mr.
Miller previously served as Executive Vice President & Chief Operating
Officer of Urban Innovation 21, an economic development focused public-
private partnership; Director of VIP Experiences of MetroMe, a mobile app
providing concierge services; Chief Administrative Officer and General
Counsel of Big Brothers Big Sisters of America; and Director of University
of Pittsburgh School of Law’s Innovation Practice Institute. Prior to those
roles, Mr. Miller held various operations, marketing and legal leadership
roles at H.J. Heinz Company and was an attorney for Federated Investors,
Inc. (now Federated Hermes, Inc.) from May 3, 1994, to November 11,
1997.
|
|
|
|
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
Frank J. Nasta
Birth Date: October 11, 1964
TRUSTEE
Indefinite Term
Began serving: January 2025
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Chair of the Mutual Fund Advisory Committee and the European
Fund Advisory Committee (industry forums sponsored by Broadridge
Financial Solutions, Inc.)1 (Retired).
Other Directorships Held: None.
Qualifications: Mr. Nasta has served in various legal, compliance, and
business roles in the investment management industry throughout his
career. He previously was a Managing Director of JPMorgan Chase & Co.
and Head of Legal for the JPMorgan U.S. Mutual Funds business. Prior to
joining J.P. Morgan, Mr. Nasta was a Partner, General Counsel, Corporate
Secretary and Member of the Board of Directors of J. & W. Seligman, an
investment management firm. Mr. Nasta previously served as the chair of
the Investment Company Institute’s (the “ICI”) SEC Rules Committee, the
ICI’s Mutual Funds Conference Advisory Committee, and the Investment
Management Regulation Committee of the New York City Bar Association.
He also previously served as a Director of The International Preschools in
New York City.1 Mr. Nasta served as Chair of these committees in the
capacity of a non-employee consultant, has never been an employee of
Broadridge Financial Solutions, Inc., and has resigned from these positions,
effective December 31, 2024, in connection with his election to the Board.
|
|
|
Thomas M. O’Neill
Birth Date: June 14, 1951
TRUSTEE
Indefinite Term
Began serving: August 2016
|
Principal Occupations: Director or Trustee and Chair of the Audit
Committee of the Federated Hermes Complex; Sole Proprietor, Navigator
Management Company (investment and strategic consulting).
Other Directorships Held: None.
Qualifications: Mr. O’Neill has served in several business, mutual fund and
financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity. Mr. O’Neill
previously served as Chief Executive Officer and President, Managing
Director and Chief Investment Officer, Fleet Investment Advisors; President
and Chief Executive Officer, Aeltus Investment Management, Inc.; General
Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment
Officer, The Putnam Companies, Boston, MA; and Credit Analyst and
Lending Officer, Fleet Bank.
|
|
|
Madelyn A. Reilly
Birth Date: February 2, 1956
Trustee
Indefinite Term
Began serving: November 2020
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; formerly, Executive Vice President for Legal Affairs, General
Counsel and Secretary of Board of Directors, Duquesne University (Retired).
Other Directorships Held: None.
Qualifications: Ms. Reilly has served in various business and legal
management roles throughout her career. Ms. Reilly previously served as
Senior Vice President for Legal Affairs, General Counsel and Secretary of
Board of Directors and Director of Risk Management and Associate General
Counsel, Duquesne University. Prior to her work at Duquesne University,
Ms. Reilly served as Assistant General Counsel of Compliance and
Enterprise Risk as well as Senior Counsel of Environment, Health and
Safety, PPG Industries. Ms. Reilly currently serves as a member of the Board
of Directors of UPMC Mercy Hospital and as a member of the Board of
Directors of Catholic Charities, Pittsburgh, and as a member of the
Duquesne Kline Law School Advisory Board.
|
|
|
|
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Fund
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: August 2016
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Chairman and Director, Heat Wagon, Inc. (manufacturer of
construction temporary heaters); Chairman and Director, Manufacturers
Products, Inc. (distributor of portable construction heaters); Chairman,
Portable Heater Parts, a division of Manufacturers Products, Inc.; formerly,
President, Heat Wagon, Inc. and Manufacturers Products, Inc.
Other Directorships Held: None.
Qualifications: Mr. Walsh has served in several business management roles
and directorship positions throughout his career. Mr. Walsh previously
served as President at Heat Wagon, Inc. (manufacturer of construction
temporary heaters), Manufacturers Products, Inc. (distributor of portable
construction heaters), and Portable Heater Parts, a division of
Manufacturers Products, Inc. Mr. Walsh previously served as Vice President,
Walsh & Kelly, Inc. (paving contractors).
|
|
|
Name
Birth Date
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Jeremy D. Boughton
Birth Date: September 29, 1976
TREASURER
Officer since: March 2024
|
Principal Occupations: Principal Financial Officer and Treasurer of the Federated Hermes Complex; Senior
Vice President,
Federated Administrative Services, Federated Administrative Services, Inc., Federated
Advisory Services Company, Federated
Equity Management Company of Pennsylvania, Federated Global Investment Management
Corp., Federated Investment
Counseling, Federated Investment Management Company and Federated MDTA, LLC. Formerly,
Controller, Federated Hermes,
Inc. and Financial and Operations Principal for Federated Securities Corp. Mr. Boughton
has received the Certified Public
Accountant designation.
Previous Positions: Senior Vice President and Assistant Treasurer, Federated Investors Management Company;
Treasurer,
Federated Investors Trust Company; Assistant Treasurer, Federated Administrative Services,
Federated Administrative Services,
Inc., Federated Securities Corp., Federated Advisory Services Company, Federated Equity
Management Company of
Pennsylvania, Federated Global Investment Management Corp., Federated Investment Counseling,
Federated Investment
Management Company, Federated MDTA, LLC and Federated Hermes (UK) LLP, as well as
other subsidiaries of Federated
Hermes, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: November 2016
|
Principal Occupations: Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the
Federated Hermes
Complex. He is Chief Legal Officer, Secretary and Executive Vice President, Federated
Hermes, Inc.; Trustee and Senior Vice
President, Federated Investors Management Company; Trustee and President, Federated
Administrative Services; Director and
President, Federated Administrative Services, Inc.; Director and Vice President, Federated
Securities Corp.; Director and
Secretary, Federated Private Asset Management, Inc.; and Secretary, Federated Shareholder
Services Company. Mr. Germain
joined Federated Hermes, Inc. in 1984 and is a member of the Pennsylvania Bar Association.
Previous Positions: Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services,
Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel,
Federated Hermes, Inc.
|
Stephen Van Meter
Birth Date: June 5, 1975
CHIEF COMPLIANCE OFFICER
AND SENIOR VICE PRESIDENT
Officer since: June 2016
|
Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Hermes Complex;
Vice President
and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer
of certain of its subsidiaries.
Mr. Van Meter joined Federated Hermes in October 2011. He holds FINRA licenses under
Series 3, 7, 24 and 66.
Previous Positions: Mr. Van Meter previously held the position of Compliance Operating Officer, Federated
Hermes, Inc. Prior to
joining Federated Hermes, Mr. Van Meter served at the United States Securities and
Exchange Commission in the positions of
Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior
Counsel, Division of Enforcement.
|
Robert J. Ostrowski
Birth Date: April 26, 1963
CHIEF INVESTMENT OFFICER
Officer since: November 2016
|
Principal Occupations: Robert J. Ostrowski joined Federated Hermes, Inc. in 1987 as an Investment Analyst
and became a
Portfolio Manager in 1990. He was named Chief Investment Officer of Federated Hermes,
Inc. taxable fixed-income products in
2004 and also serves as a Senior Portfolio Manager. Mr. Ostrowski became an Executive Vice President of the Fund’s Adviser in
2009 and served as a Senior Vice President of the Fund’s Adviser from 1997 to 2009. Mr. Ostrowski has received the Chartered
Financial Analyst designation. He received his M.S. in Industrial Administration from
Carnegie Mellon University.
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Name
Birth Date
Positions Held with Fund
Date Service Began
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Principal Occupation(s) and Previous Position(s)
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Chris McGinley
Birth Date: July 28, 1978
VICE PRESIDENT
Officer since: November 2016
Portfolio Manager since:
December 2016
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Principal Occupations: Chris McGinley has been the Fund’s Portfolio Manager since December 2016. He is Vice President of the
Fund. Mr. McGinley joined Federated Hermes in 2004 as an associate research analyst
in the international fixed-income
department. He became an Assistant Vice President of the Fund’s Adviser in 2005 and Vice President in 2013. Mr. McGinley
joined the Sub-Adviser in 2013. Mr. McGinley worked in Senator Rick Santorum’s office in 2001 and from 2002 to 2004 he served
as Legislative Correspondent for Senator Santorum. Mr. McGinley earned his B.S. and
received his M.P.I.A. from the University
of Pittsburgh.
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Ihab Salib
Birth Date: December 14, 1964
VICE PRESIDENT
Officer since: November 2016
Portfolio Manager since:
December 2016
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Principal Occupations: Ihab Salib has been the Fund’s Portfolio Manager since December 2016. He is Vice President of the Fund.
Mr. Salib joined Federated Hermes in April 1999 as a Senior Fixed-Income Trader/Assistant Vice President of the Fund’s Adviser.
In July 2000, he was named a Vice President of the Fund’s Adviser and in January 2007 he was named a Senior Vice President of
the Fund’s Adviser. He has served as a Portfolio Manager since January 2002. From January 1994 through March 1999, Mr. Salib
was employed as a Senior Global Fixed-Income Analyst with UBS Brinson, Inc. Mr. Salib
received his B.A. with a major in
Economics from Stony Brook University.
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Maarten Offeringa
Birth Date: February 1, 1976
Vice President
Officer since: August 2019
Portfolio Manager since: July 2019
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Principal Occupations: Maarten Offeringa has been the Fund’s Portfolio Manager since July 2019. He is Vice President of the
Fund. Mr. Offeringa joined Federated Hermes in 2018. Mr. Offeringa is responsible
for providing research and advice on sector
allocation and security selection. He has worked in financial services since 2002;
has worked in investment management since
2018; has managed investment portfolios since 2019. Previous associations: Director,
Bank of America Merrill Lynch; Vice
President, J.P. Morgan. Education: MA, Vrije Universiteit Amsterdam.
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Kazaur Rahman
Birth Date: November 30, 1982
Vice President
Officer since: August 2023
Portfolio Manager since: July 2023
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Principal Occupations: Kazaur Rahman has been the Fund’s Portfolio Manager since July 2023. He is Vice President of the Fund.
Mr. Rahman joined Federated Hermes in 2019. Mr. Rahman is responsible for providing
research and advice on sector allocation
and security selection. He has worked in financial services since 2005; has worked
in investment management since 2019; has
managed investment portfolios since 2023. Previous associations include roles with:
Deutsche Bank; VTB Capital; Bank of
America; PricewaterhouseCoopers (PwC). Education: BSc, University of London.
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*
Officers do not receive any compensation from the Fund.
In addition, the Fund has appointed an Anti-Money Laundering Compliance Officer.
BOARD LEADERSHIP STRUCTURE
As required under the terms of certain regulatory settlements, the Chairman of the
Board is not an interested person of the Fund and neither the Chairman, nor any firm with which the Chairman is affiliated,
has a prior relationship with Federated Hermes or its affiliates or (other than his position as a Trustee) with the Fund.
DIRECTOR/TRUSTEE EMERITUS PROGRAM
The Board has created a position of Director/Trustee Emeritus, whereby a former Director/Trustee who was not an “interested person” of the Federated Hermes Funds and who has completed a minimum of five years of service as a Director/Trustee, may, in the sole discretion of the Independent Directors/Trustees, be recommended to the full Board of Directors/Trustees of the Fund to serve as Director/Trustee Emeritus.
A Director/Trustee Emeritus receives an annual fee in an amount equal to a percent of the annual base compensation
paid to an Independent Director/Trustee. In the case of a Director/Trustee Emeritus who had previously served
at least five years but less than 10 years as a Director/Trustee, the percent will be 10%. In the case of a Director/Trustee
Emeritus who had previously served at least 10 years as a Director/Trustee, the percent will be 20%. The Director/Trustee
Emeritus will be reimbursed for any expenses incurred in connection with their service, including expenses of travel and
lodging incurred in attendance at Board meetings. If a Director/Trustee Emeritus is requested to perform services in addition to those specified below, the Director/Trustee Emeritus may upon mutual agreement with the Board, be compensated beyond the amounts
described above.
A Director/Trustee Emeritus will continue to receive relevant materials concerning
the Funds, will be expected to attend at least one regularly scheduled quarterly meeting of the Board each year and may consult
with the Board, any committee of the Board, or an individual Director/Trustee from time to time. A Director/Trustee Emeritus
will not participate in separate meetings of the Independent Directors/Trustees. A Director/Trustee Emeritus does not serve
in an advisory function as to investments by the Funds. A Director/Trustee Emeritus does not have any voting rights at Board meetings
and is not subject to election by shareholders of the Funds. A Director/Trustee Emeritus shall maintain all information
received in such role as confidential.
A Director/Trustee Emeritus will be permitted to serve in such capacity at the sole discretion of the Independent Directors/Trustees, but the annual fee will cease to be paid at the end of the calendar year during
which a Director/Trustee has attained the age of 80 years, thereafter the position will be honorary.
The following table shows the fees paid to each Director/Trustee Emeritus for the Fund’s most recently ended fiscal year and the portion of that fee paid by the Fund or Trust.1
EMERITUS Trustees and Compensation
Director/Trustee Emeritus
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Total
Compensation
Paid to
Director/Trustee
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Charles F. Mansfield, Jr.
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1
The fees paid to each Director/Trustee are allocated among the funds that were in
existence at the time the Director/Trustee elected Emeritus status, based on each
fund’s net assets at that time.
2
Judge Maureen Lally-Green and Mr. P. Jerome Richey retired from the Federated Hermes Funds Board of Directors/Trustees at the close of business on December 31, 2024. Judge Lally-Green and Mr. Richey were each appointed as Emeritus Director/Trustee on February 13, 2025, to become retroactively effective as of January 1, 2025. Until December 31, 2024, Judge Lally-Green and Mr. Richey were each compensated as a Director/Trustee of the Fund. For the calendar year ended December 31, 2024, Judge Lally-Green and Mr. Richey each received total compensation as a Director/Trustee of the Federated Hermes
Funds Board of $341,000 and $341,000, respectively.
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Meetings Held
During Last
Fiscal Year
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J. Christopher Donahue
G. Thomas HoughMadelyn A.
Reilly
John S. Walsh
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In between meetings of the full Board, the Executive Committee generally may
exercise all the powers of the full Board in the management and direction of the
business and conduct of the affairs of the Trust in such manner as the Executive
Committee shall deem to be in the best interests of the Trust. However, the
Executive Committee cannot elect or remove Board members, increase or decrease
the number of Trustees, elect or remove any Officer, declare dividends, issue shares
or recommend to shareholders any action requiring shareholder approval.
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John G. Carson
Thomas M. O’Neill
Madelyn A. Reilly
John S. Walsh
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The purposes of the Audit Committee are to oversee the accounting and financial
reporting process of the Fund, the Fund’s internal control over financial reporting
and the quality, integrity and independent audit of the Fund’s financial statements.
The Committee also oversees or assists the Board with the oversight of compliance
with legal requirements relating to those matters, approves the engagement and
reviews the qualifications, independence and performance of the Fund’s
independent registered public accounting firm, acts as a liaison between the
independent registered public accounting firm and the Board and reviews the Fund’s
internal audit function.
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John G. Carson
G. Thomas Hough
Karen L. LarrimerMax F.
MillerFrank J. Nasta
Thomas M. O’Neill
Madelyn A. Reilly
John S. Walsh
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The Nominating Committee, whose members consist of all Independent Trustees,
selects and nominates persons for election to the Fund’s Board when vacancies
occur. The Committee will consider candidates recommended by shareholders,
Independent Trustees, officers or employees of any of the Fund’s agents or service
providers and counsel to the Fund. Any shareholder who desires to have an
individual considered for nomination by the Committee must submit a
recommendation in writing to the Secretary of the Fund, at the Fund’s address
appearing on the back cover of this SAI. The recommendation should include the
name and address of both the shareholder and the candidate and detailed
information concerning the candidate’s qualifications and experience. In identifying
and evaluating candidates for consideration, the Committee shall consider such
factors as it deems appropriate. Those factors will ordinarily include: integrity,
intelligence, collegiality, judgment, diversity, skill, business and other experience,
qualification as an “Independent Trustee,” the existence of material relationships
which may create the appearance of a lack of independence, financial or accounting
knowledge and experience and dedication and willingness to devote the time and
attention necessary to fulfill Board responsibilities.
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BOARD’S ROLE IN RISK OVERSIGHT
The Board’s role in overseeing the Fund’s general risks includes receiving performance reports for the Fund and risk management reports from Federated Hermes’ Chief Risk Officer at each regular Board meeting. The Chief Risk Officer is responsible for enterprise risk management at Federated Hermes, which includes risk
management committees for investment management and for investor services. The Board also receives regular reports from the Fund’s Chief Compliance Officer regarding significant compliance risks.
On behalf of the Board, the Audit Committee plays a key role overseeing the Fund’s financial reporting and valuation risks. The Audit Committee meets regularly with the Fund’s Principal Financial Officer and outside auditors, as well as with Federated Hermes’ Chief Audit Executive to discuss financial reporting and audit issues, including risks relating to financial controls.
Board Ownership Of Shares In The Fund And In The Federated HERMES Family Of Investment
Companies As Of December 31, 2024
Interested Board
Member Name
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Dollar Range of
Shares Owned in
Federated Hermes Project
and Trade
Finance Tender Fund
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Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
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Independent Board
Member Name
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Voting Proxies On Fund Portfolio Securities
The Board has delegated to the Adviser authority to vote proxies on the securities held in the Fund’s portfolio. The Board has also approved the Adviser’s policies and procedures for voting the proxies, which are described below.
As an investment adviser with a fiduciary duty to the Fund and its shareholders, the Adviser’s general policy is to cast proxy votes in favor of management proposals and shareholder proposals that the Adviser
anticipates will enhance the long-term value of the securities being voted in a manner that is consistent with the investment objectives
of the Fund. Generally, this will mean voting for proposals that the Adviser believes will improve the management of a company,
increase the rights or preferences of the voted securities, or increase the chance that a premium offer would be made for
the company or for the voted securities. This approach to voting proxy proposals will be referred to hereafter as the “General Policy.”
The Adviser generally votes consistently on the same matter when securities of an
issuer are held by multiple client portfolios. However, the Adviser may vote differently if a client’s investment objectives differ from those of other clients or if a client explicitly instructs the Adviser to vote differently.
The following examples illustrate how the General Policy may apply to the most common
management proposals and shareholder proposals. However, whether the Adviser supports or opposes a proposal
will always depend on a thorough understanding of the Fund’s investment objectives and the specific circumstances described in the proxy statement and other available information.
On matters related to the board of directors, generally the Adviser will vote to elect
nominees to the board in uncontested elections except in certain circumstances, such as where the director: (1) had not
attended at least 75% of the board meetings during the previous year; (2) serves as the company’s chief financial officer, unless the company is headquartered in the UK where this is market practice; (3) has become over-boarded (more than five boards
for retired executives and more than two
boards for CEOs); (4) is a non-independent, non-executive director on the board of
a U.S. domestic issuer where less than two-thirds of the directors are independent; (5) is a non-independent, non-executive director
on the board of a foreign issuer where less than half of the directors are independent; (6) is a non-independent member of
the audit committee; (7) is the chair of the nominating or governance committee when the roles of chairman of the board and CEO
are combined and there is no lead independent director; (8) served on the compensation committee during a period in
which compensation appears excessive relative to performance and peers; or (9) served on a board that did not implement
a shareholder proposal that the Adviser supported and received more than 50% shareholder support the previous year.
In addition, the Adviser will generally vote in favor of (10) a full slate of directors,
where the directors are elected as a group and not individually, unless more than half of the nominees are not independent; (11)
shareholder proposals to declassify the board of directors; (12) shareholder proposals to require a majority voting standard
in the election of directors; (13) shareholder proposals to separate the roles of chairman of the board and CEO; (14) a proposal to require a company’s audit committee to be comprised entirely of independent directors; and (15) shareholder proposals to eliminate
supermajority voting requirements in company bylaws.
On other matters of corporate governance, generally the Adviser will vote: (1) in
favor of proposals to grant shareholders the right to call a special meeting if owners of at least 10% of the outstanding stock
agree; (2) on a case-by-case basis for shareholder proposals to grant shareholders the right to act by written consent when the company
does not already grant shareholders the right to call a special meeting; (3) on a case-by-case basis for proposals to adopt
or amend shareholder rights plans (also known as “poison pills”); and (4) in favor of shareholder proposals calling for “Proxy Access,” that is, a bylaw change allowing shareholders owning at least 3% of the outstanding common stock for at least three
years to nominate candidates for election to the board of directors.
Generally, the Adviser will vote every shareholder proposal of an environmental or
social nature on a case-by-case basis. The quality of these shareholder proposals varies widely across markets. Similarly, company
disclosures of their business practices related to environmental and social risks are not always adequate for investors to
make risk assessments. Thus, the Adviser places great importance on company-specific analyses to determine how to vote. Above
all, the Adviser will vote in a manner that would enhance the long-term value of the investment within the framework of the client’s investment objectives.
Shareholder Proposals on Environmental and Social Issues
The Adviser’s general approach to analyzing these proposals calls for considering the language of the written proposal, the financial materiality of the proposal’s objective, and the practices followed by industry peers. This analysis utilizes research reports from the Adviser’s proxy advisors, company filings, as well as reports published by the company and other outside organizations.
With respect to specific categories of proposals:
The Adviser will generally support proposals calling for enhanced reporting on the company’s business practices, including policies, strategic initiatives, and oversight mechanisms, related to environmental
risks. To reach a final voting decision, we will take into consideration:
1. The company’s current level of publicly available disclosure.
2. Whether the company has formally committed to implementation of a reporting program
based on frameworks such as the SASB materiality standards or the TCFD recommendations.
3. Whether the company’s current level of disclosure is comparable to that of industry peers; and
4. Whether there are significant controversies or litigation associated with the company’s environmental performance.
The Adviser will generally support resolutions in the social category when they call
for measures to enhance disclosure that would enable investors to make better risk assessments of the company’s social issues, such as their human capital management practices. We will generally oppose proposals calling for a change in the company’s product line or methods of distribution.
The Adviser will generally support enhanced disclosure of policies, practices, and
oversight of corporate political activity when the current level of disclosure falls short of disclosure provided by industry
peers. We will oppose proposals prohibiting the company’s participation in any part of the political process, such as making political contributions and joining trade associations.
Capital Structure
On matters of capital structure, generally, the Adviser will vote proxies for U.S.
issuers on a case-by-case basis for proposals to authorize the issuance of new shares if not connected to an M&A transaction and
the potential dilution is more than 10%, against proposals to create multiple-class voting structures where one class has superior
voting rights to the other classes, in favor of proposals to authorize reverse stock splits unless the amount of authorized shares
is not also reduced proportionately. Generally, the Adviser will vote proxies for non-U.S. issuers in favor of proposals
to authorize issuance of shares with and without pre-emptive rights unless the size of the authorities would threaten to unreasonably
dilute existing shareholders.
Votes on executive compensation come in many forms, including advisory votes on U.S. executive compensation plans (“Say on Pay”), advisory and binding votes on the design or implementation of non-U.S. executive remuneration plans, and votes to approve new equity plans or amendments to existing plans. Generally, the Adviser will
support compensation arrangements that are aligned with the client’s long-term investment objectives.
With respect to specific categories of proposals:
The Adviser will generally vote in favor of these proposals unless the plan has failed
to align executive compensation with corporate performance, or the design of the plan is likely to lead to misalignment
in the future. We support the principle of an annual shareholder vote on executive pay and will generally vote accordingly on proposals
which set the frequency of the Say on Pay vote.
In some markets, shareholders are provided a vote on the remuneration policy, which
sets out the structural elements of a company’s executive compensation plan on a forward-looking basis. The Adviser will generally support these proposals unless:
1. The design of the remuneration policy fails to appropriately link executive compensation
with corporate performance.
2. Total compensation appears excessive relative to the company’s industry peer group considering local market dynamics; or
3. There is insufficient disclosure to enable an informed judgment, particularly as
it relates to the disclosure of the maximum amounts of compensation that may be awarded.
Markets with remuneration policy proposals typically also have proposals asking shareholders
to approve the annual remuneration report. The remuneration report provides shareholders with details concerning
the implementation in the previous year of the remuneration policy. The Adviser will generally support these proposals
unless the level of disclosure is not sufficient to permit an evaluation of the company’s pay practices in the period covered by the report. A vote against the remuneration policy, which in most markets is not an annual voting item, would not necessarily
result in votes against the remuneration report at subsequent shareholder meetings.
The Adviser will generally vote in favor of equity plan proposals unless they:
1. Result in unreasonable dilution to existing shareholders.
2. Permit replacement of “underwater” options with new options on more favorable terms for the recipient; or
3. Omit the criteria for determining the granting or vesting of awards.
On matters relating to corporate transactions, the Adviser will generally vote in
favor of mergers, acquisitions, and sales of assets if the Adviser’s analysis of the proposed business strategy and the transaction price would have a positive impact on the total return for shareholders.
If a shareholder meeting is contested - that is, shareholders are presented with a
set of director candidates nominated by company management and a set of director candidates nominated by a dissident shareholder
- the Adviser will study the proposed business strategies of both groups and vote in a way that maximizes expected total
return for the Fund.
Cost/Benefit Analysis
In addition, the Adviser will not vote any proxy if it determines that the consequences
or costs of voting outweigh the potential benefit of voting. For example, if a foreign market requires shareholders voting proxies
to retain the voted shares until the meeting date (thereby rendering the shares “illiquid” for some period), the Adviser will not vote proxies for such shares. In addition, the Adviser is not obligated to incur any expense to send a representative
to a shareholder meeting or to translate proxy materials into English.
Securities Lending Recall
To the extent that the Adviser is permitted to loan securities, the Adviser does not
have the right to vote on securities while they are on loan. However, the Adviser will take all reasonable steps to recall shares
prior to the record date when the meeting raises issues that the Adviser believes materially affect shareholder value, provided
that the Adviser considers that the benefits of voting on the securities are greater than the associated costs, including the opportunity
cost of the lost revenue that would otherwise be generated by the loan. However, there can be no assurance that the Adviser
will have sufficient notice of such matters to be able to terminate the loan in time to vote thereon.
The Adviser will consider feedback from issuers on the voting recommendations of the Adviser’s proxy advisory firm if the feedback is provided at least five days before the voting cut-off date. In certain
circumstances, primarily those where the Adviser’s voting policy is absolute and without exception, issuer feedback will not be part of the voting decision. For example, it is the Adviser’s policy to always support a shareholder proposal to separate the roles of chairman of the board and CEO. Thus, any comments from the issuer opposing this proposal would not be considered.
If proxies are not delivered in a timely or otherwise appropriate basis, the Adviser
may not be able to vote a particular proxy.
For an Adviser that employs a quantitative investment strategy for certain funds or
accounts that does not make use of qualitative research (“Non-Qualitative Accounts”), the Adviser may not have the kind of research to make decisions about how to vote proxies for them. Therefore, the Adviser will vote the proxies of these Non-Qualitative
Accounts as follows: (a) in accordance with the Standard Voting Instructions (defined below); (b) if the Adviser
is casting votes for the same proxy on behalf of a regular qualitative account and a Non-Qualitative Account, the Non-Qualitative
Account would vote in the same manner as the regular qualitative account; (c) if neither of the first two conditions
apply, as the proxy advisory firm is recommending; and (d) if none of the previous conditions apply, as recommended by
the Proxy Voting Committee.
The Adviser has established a Proxy Voting Committee (“Proxy Committee”), to exercise all voting discretion granted to the Adviser by the Board in accordance with the proxy voting policies. To assist it in
carrying out the day-to-day operations related to proxy voting, the Proxy Committee has created the Proxy Voting Management Group
(PVMG). The day-to-day operations related to proxy voting are carried out by the Proxy Voting Operations Team (PVOT)
and overseen by the PVMG. Besides voting the proxies, this work includes engaging with investee companies on corporate
governance matters, managing the proxy advisory firm, soliciting voting recommendations from the Adviser’s investment professionals, bringing voting recommendations to the Committee for approval, filing with regulatory agencies any required proxy
voting reports, providing proxy voting reports to clients and investment companies as they are requested from time to time, and keeping
the Proxy Committee informed of any issues related to corporate governance and proxy voting.
The Adviser has compiled a list of specific voting instructions based on the General Policy (the “Standard Voting Instructions”). The Standard Voting Instructions and any modifications to them are approved by the Proxy Committee. The Standard Voting Instructions sometimes call for an investment professional to review
the ballot question and provide a voting recommendation to the Proxy Committee (a “case-by-case vote”). The foregoing notwithstanding, the Proxy Committee always has the authority to determine a final voting decision.
The Adviser has hired a proxy advisory firm to perform various proxy voting related
administrative services such as ballot reconciliation, vote processing, and recordkeeping functions. The Proxy Committee
has supplied the proxy advisory firm with the Standard Voting Instructions. The Proxy Committee retains the right to modify
the Standard Voting Instructions at any time or to vote contrary to them at any time to cast proxy votes in a manner that the Proxy
Committee believes is in accordance with the General Policy. The proxy advisory firm may vote any proxy as directed in the
Standard Voting Instructions without further direction from the Proxy Committee. However, if the Standard Voting Instructions require
case-by-case handling for a proposal,
the PVOT will work with the investment professionals and the proxy advisory firm to
develop a voting recommendation for the Proxy Committee and to communicate the Proxy Committee’s final voting decision to the proxy advisory firm. Further, if the Standard Voting Instructions require the PVOT to analyze a ballot question and make
the final voting decision, the PVOT will report such votes to the Proxy Committee on a quarterly basis for review.
The Adviser has adopted procedures to address situations where a matter on which a
proxy is sought may present a potential conflict between the interests of the Fund (and its shareholders) and those of the
Adviser or the Distributor. This may occur where a significant business relationship exists between the Adviser (or its affiliates)
and a company involved with a proxy vote. A company that is a proponent, opponent or the subject of a proxy vote, and which
to the knowledge of the Proxy Committee has this type of significant business relationship, is referred to below as an “Interested Company.”
The Adviser has implemented the following procedures to avoid concerns that the conflicting
interests of the Adviser or its affiliates have influenced proxy votes. Any employee of the Adviser or its affiliates
who is contacted by an Interested Company regarding proxies to be voted by the Adviser must refer the Interested Company to
a member of the Proxy Committee and must inform the Interested Company that the Proxy Committee has exclusive authority to
determine how the proxy will be voted. Any Proxy Committee member contacted by an Interested Company must report it to the full
Proxy Committee and provide a written summary of the communication. This requirement includes engagement meetings with investee
companies and does not include communications with proxy solicitation firms. Under no circumstances will the Proxy
Committee or any member of the Proxy Committee make a commitment to an Interested Company regarding the voting of proxies
or disclose to an Interested Company how the Proxy Committee has directed such proxies to be voted. If the Standard Voting
Instructions already provide specific direction on the proposal in question, the Proxy Committee shall not alter or amend
such directions. If the Standard Voting Instructions require the Proxy Committee to provide further direction, the Proxy Committee
shall do so in accordance with the proxy voting policies, without regard for the interests of the Adviser with respect
to the Interested Company. If the Proxy Committee provides any direction as to the voting of proxies relating to a proposal
affecting an Interested Company, it must disclose annually to the Fund’s Board information regarding: the significant business relationship; any material communication with the Interested Company; the matter(s) voted on; and how, and why, the Adviser
voted as it did. In certain circumstances it may be appropriate for the Adviser to vote in the same proportion as all other shareholders,
to not affect the outcome beyond helping to establish a quorum at the shareholders’ meeting. This is referred to as “proportional voting.” If the Fund owns shares of another Federated Hermes mutual fund, generally the Adviser will proportionally vote the client’s proxies for that fund or seek direction from the Board or the client on how the proposal should be voted. If the
Fund owns shares of an unaffiliated mutual fund, the Adviser may proportionally vote the Fund’s proxies for that fund depending on the size of the position. If the Fund owns shares of an unaffiliated exchange-traded fund, the Adviser will proportionally vote the Fund’s proxies for that fund.
If the Proxy Committee gives further direction, or seeks to vote contrary to the Standard
Voting Instructions, for a proxy relating to a portfolio company in which the Fund owns more than 10% of the portfolio company’s outstanding voting securities at the time of the vote (“Downstream Affiliate”), the Proxy Committee must first receive guidance from counsel to the Proxy Committee as to whether any relationship between the Adviser and the portfolio company,
other than such ownership of the portfolio company’s securities, gives rise to an actual conflict of interest. If counsel determines that an actual conflict exists, the Proxy Committee must address any such conflict with the executive committee of the
board of directors or trustees of any investment company client prior to taking any action on the proxy at issue.
Proxy Advisers’ Conflicts of Interest
Proxy advisory firms may have significant business relationships with the subjects
of their research and voting recommendations. For example, a significant vendor for a proxy advisory firm may be
a public company with an upcoming shareholders’ meeting and the proxy advisory firm has published a research report with voting recommendations. In another example, a proxy advisory firm consulting client may be a public company for which
the proxy advisory firm will write a research report. These and similar situations give rise to an actual or apparent conflict
of interest.
To avoid concerns that the conflicting interests of proxy advisory firms have influenced
their proxy voting recommendations, the Adviser will take the following steps:
■ A due diligence team made up of employees of the Adviser and/or its affiliates will
meet with its primary proxy advisor on an annual basis and determine through a review of their policies and procedures and through
inquiry that they have established a system of internal controls that provide reasonable assurance that their voting recommendations
are not influenced by their various conflicts of interest.
■ On an annual basis the Director of Proxy Voting will examine a sample of proxy advisory firm’s research reports for that firm’s institutional consulting clients and determine if evidence of bias in recommendations exists. If such evidence is found, the results of the examination will be presented to the Proxy Management Group and
a decision would be made as to the further use of that advisory firm’s research reports.
■ Whenever the standard voting guidelines call for voting a proposal in accordance with a proxy advisory firm’s recommendation and the proxy advisory firm has disclosed that they have a conflict
of interest with respect to that issuer, the PVOT will take the following steps: (a) the PVOT will obtain a copy of the research
report published by a proxy advisory firm for that issuer; (b) the Director of Proxy Voting, or their designee, will review
proxy advisory firm reports and determine what vote will be cast. The PVOT will report all proxies voted in this manner to the Proxy
Committee on a quarterly basis. Alternatively, the PVOT may seek direction from the Committee on how the proposal
shall be voted.
A report on “Form N-PX” of how the Fund voted any proxies during the most recent 12-month period ended June 30 is available via the Proxy Voting Record (Form N-PX) link associated with the Fund at
FederatedHermes.com/us/FundInformation. Form N-PX filings are also available (i) without charge, upon request, by calling
the Fund at 1-800-341-7400, Option #4; and (ii) on the SEC’s website at sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
[TO BE UPDATED BY AMENDMENT]
As of July __, 2025, the following shareholders owned of record, beneficially or both, 5% or more of
outstanding Institutional Shares: Michigan Catastrophic Claims Association, Livonia, MI, owned approximately
45,729,898 Shares (52.44%); Auto-Owners Insurance Company, Lansing, MI, owned approximately 20,087,384 Shares (23.04%); Energy
Insurance Mutual Limited, Tampa, FL, owned approximately 9,221,720 Shares (10.58%); Salvation Army,
Brookhaven, GA, owned approximately 5,847,925 Shares (6.71%); and Auto-Owners Life Insurance Company, Lansing, MI, owned
approximately 5,027,666 Shares (5.77%).
As of the date of this Statement of Additional Information, there were no shareholders in the Fund’s Service Shares.
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders.
Michigan Catastrophic Claims Association is a Legislatively Created Entity in the
Department of Insurance and Financial Services in the State of Michigan.
Investment Advisory and Other Services
The Adviser conducts investment research and makes investment decisions for the Fund.
The Adviser is a wholly owned subsidiary of Federated Hermes. The Adviser shall not be liable to the Fund or any
Fund Shareholder for any losses that may be sustained in the purchase, holding, or sale of any security or for anything done or
omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with the Fund.
The Advisory Agreement has an initial term of two years, and may continue thereafter
so long as such continuance is specifically approved at least annually by a majority of the Board and a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”). The Fund or the Adviser may terminate the Advisory Agreement at any time without penalty on 60 days’ written notice to the other party. Material amendments to the Advisory Agreement require shareholder approval.
The Fund’s investment advisory contract provides for payment to the Adviser of an annual investment advisory fee of 0.50% of the Fund’s average daily net assets. The Adviser may voluntarily waive a portion of its fee or reimburse the Fund for certain operating expenses. The Adviser and its affiliates have also agreed to certain “Fee Limits” as described in the footnote to the “Summary of Fund Expenses” table found in the Prospectus.
In December 2017, Federated Investors, Inc., now Federated Hermes, Inc. (“Federated Hermes”), became a signatory to the Principles for Responsible Investment (PRI). The PRI is an investor initiative in
partnership with the United Nations Environment Programme Finance Initiative and the United Nations Global Compact. Commitments
made as a signatory to the PRI are not legally binding, but are voluntary and aspirational. They include efforts,
where consistent with our fiduciary responsibilities, to incorporate environmental, social and corporate governance (ESG)
issues into investment analysis and investment decision making, to be active owners and incorporate ESG issues into our
ownership policies and practices, to seek
appropriate disclosure on ESG issues by the entities in which we invest, to promote
acceptance and implementation of the PRI within the investment industry, to enhance our effectiveness in implementing the PRI,
and to report on our activities and progress towards implementing the PRI. Being a signatory to the PRI does not obligate Federated
Hermes to take, or not take, any particular action as it relates to investment decisions or other activities.
In July, 2018, Federated Investors, Inc., now Federated Hermes, acquired a majority
interest in Federated Hermes Limited (FHL), a pioneer of integrated ESG investing. Federated Hermes now owns 100% of FHL. FHL’s experience with ESG issues contributes to Federated Hermes’ understanding of material risks and opportunities these issues may present.
EOS at Federated Hermes, which was established as Hermes Equity Ownership Services
Limited (EOS) in 2004 as an affiliate of Hermes Investment Management Limited, is a 50+ member engagement and stewardship
affiliate that conducts long-term, objectives-driven dialogue with board and senior executive level representatives of
approximately 1,000 unique issuers annually. It seeks to address the most material ESG risks and opportunities through constructive
and continuous discussions with the goal of improving long-term results for investors. Engagers’ deep understanding across sectors, themes and regional markets, along with language and cultural expertise, allows EOS to provide insights to companies
on the merits of addressing ESG risks and the positive benefits of capturing opportunities. Federated Hermes investment management
teams have access to the insights gained from understanding a company’s approach to these long-term strategic matters as an additional input to improve portfolio risk/return characteristics.
Under the supervision of the Adviser and oversight by the Board and pursuant to a
sub-advisory agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), Federated Hermes (UK) LLP, will act as sub-investment adviser to the Fund. The Sub-Adviser will have day-to-day portfolio management responsibilities
of the Fund.
Federated Hermes (UK) LLP, a limited liability partnership incorporated in England
and Wales, is wholly owned, London based subsidiary of Federated Hermes, Inc., and is authorized and regulated by the
U.K. Financial Conduct Authority (FCA) to provide investment management services. The Sub-Adviser advises approximately four
registered investment companies. The Sub-Adviser’s assets under management totaled approximately $11.1 billion as of December 31, 2024. The Sub-Adviser’s assets under management are currently primarily comprised of assets from non-U.S. domiciled
funds, other pooled investment vehicles and separate accounts, such as UK registered money market funds and other accounts
of institutional clients from the UK, Europe and certain other non-U.S. jurisdictions.
For the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023, the Adviser paid the Sub-Adviser $3,194,367, $2,318,187 and $2,226,231, respectively, for investment advisory services. The Sub-Adviser’s fee is based on a rate of 0.39% of the portion managed by the Sub-Adviser of the average daily net assets
of the Fund, accrued daily and payable monthly.
Portfolio Manager Information
As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of a fund’s investments, on the one hand, and the investments of other funds/pooled investment
vehicles or accounts (collectively, including the Fund, as applicable, “accounts”) for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times,
might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment
opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them.
Other potential conflicts can include, for example, conflicts created by specific portfolio manager compensation arrangements
(including, for example, the allocation or weighting given to the performance of the Fund or other accounts or activities for
which the portfolio manager is responsible in calculating the portfolio manager’s compensation), and conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research or “soft dollars”). The Adviser has adopted policies and procedures and has structured the portfolio managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such
potential conflicts.
The following information about the Fund’s Portfolio Managers is provided as of the end of the Fund’s most recently completed fiscal year unless otherwise indicated.
Ihab Salib, Portfolio Manager
Types of Accounts Managed
by Ihab Salib
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Additional Accounts/Assets Managed
that are Subject to Advisory Fee
Based on Account Performance
|
Registered Investment Companies
|
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Ihab Salib is paid a fixed base salary and a variable annual incentive. Base salary
is determined within a market competitive, position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP), and may also include
a discretionary component based on a variety of factors deemed relevant, such as financial measures and performance and
may be paid entirely in cash, or in a combination of cash and restricted stock of Federated Hermes, Inc. (“Federated Hermes”). The total combined annual incentive opportunity is intended to be competitive in the market for this portfolio manager
role.
IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s representative performance index (i.e., Derived from Secured Overnight Financing Rate). Performance periods are adjusted if a portfolio manager has been managing an account for less than five years; accounts with less
than one year of performance history under a portfolio manager may be excluded.
As noted above, Mr. Salib is also the portfolio manager for other accounts in addition
to the Fund. Such other accounts may have different benchmarks and performance measures. The allocation or weighting given
to the performance of the Fund or other accounts or activities for which Mr. Salib is responsible when his compensation is
calculated may be equal or can vary.
In addition, Mr. Salib has oversight responsibility for other portfolios that he does
not personally manage and serves on one or more Investment Teams that establish guidelines on various performance drivers (e.g.,
currency, duration, sector, and/or yield curve) for taxable, fixed-income accounts. A portion of the IPP score is based on Federated Hermes’ senior management’s assessment of team contributions.
For purposes of calculating the annual incentive amount, each account managed by the
portfolio manager currently is categorized into one of two IPP groups (which may be adjusted periodically). Within
each performance measurement period and IPP group, IPP currently is calculated on the basis of an assigned weighting to each
account managed or activity engaged in by the portfolio manager and included in the IPP groups. At the account level, the weighting
assigned to the Fund is lesser than or equal to the weighting assigned to certain other accounts or activities used to determine IPP (but can be adjusted periodically).
A portion of the bonus tied to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive
management on a discretionary basis using various factors, such as, for example, on a product, strategy or asset class
basis, and considering overall contributions and any other factors deemed relevant (and may be adjusted periodically).
Christopher McGinley, Portfolio Manager
Types of Accounts Managed
by Christopher McGinley
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Christopher McGinley is paid a fixed base salary and a variable annual incentive.
Base salary is determined within a market competitive position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP) and may
also include a discretionary component based on a variety of factors deemed relevant, such as financial measures and performance
and may be paid entirely in cash, or in a combination of cash and restricted stock of Federated Hermes, Inc. (“Federated Hermes”). The total combined annual incentive opportunity is intended to be competitive in the market for this portfolio manager
role.
IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s representative performance index (i.e., Derived from Secured Overnight Financing Rate). Performance periods are adjusted if a portfolio manager has been managing an account for less than five years; accounts with less
than one year of performance history under a portfolio manager may be excluded.
As noted above, Mr. McGinley is also the portfolio manager for other accounts in addition
to the Fund. Such other accounts may have different benchmarks and performance measures. The allocation or weighting
given to the performance of the Fund or other accounts for which Mr. McGinley is responsible when his compensation is calculated
may be equal or can vary.
For purposes of calculating the annual incentive amount, each account managed by the
portfolio manager currently is categorized into one of two IPP groups (which may be adjusted periodically). Within
each performance measurement period and IPP group, IPP currently is calculated on the basis of an assigned weighting to each
account managed by the portfolio manager and included in the IPP groups. At the account level, the weighting assigned to the
Fund is greater than or equal to the weighting assigned to other accounts used to determine IPP (but can be adjusted periodically).
A portion of the bonus tied to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive
management on a discretionary basis using various factors, such as, for example, on a product, strategy or asset class
basis, and considering overall contributions and any other factors deemed relevant (and may be adjusted periodically).
Maarten Offeringa, Portfolio Manager
Types of Accounts Managed
by Maarten Offeringa
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Maarten Offeringa is paid a fixed base salary and a discretionary annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP) and also includes a discretionary component based on a variety of factors deemed relevant, including financial and non-financial
criteria. Discretionary incentive awards take into consideration the overall financial performance of the company, the individual,
and the products that the individual is involved in managing as well as the individual’s conduct and behaviours. Other factors deemed relevant may also be considered, and the criteria may be adjusted periodically. The total combined annual incentive opportunity is intended to be competitive in
the market for this portfolio manager role.
A portion of Mr. Offeringa’s discretionary annual incentive is subject to deferral arrangements. The deferral period is three years. At least 50% of the deferred component of Mr. Offeringa’s bonus is notionally co-invested in the strategies that he manages.
IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s representative performance index (i.e., Derived from Secured Overnight Financing Rate). Performance periods are adjusted if a portfolio manager has been managing an account for less than five years; accounts with less
than one year of performance history under a portfolio manager may be excluded.
As noted above, Mr. Offeringa is also the portfolio manager for other accounts in
addition to the Fund. Such other accounts may have different benchmarks and performance measures. The allocation or weighting
given to the performance of the Fund or other accounts for which Mr. Offeringa is responsible when his compensation is calculated
may be equal or can vary.
For purposes of calculating the annual incentive amount, each account managed by the
portfolio manager currently is categorized into one of two IPP groups (which may be adjusted periodically). Within
each performance measurement period and IPP group, IPP currently is calculated on the basis of an assigned weighting to each
account managed by the portfolio manager and included in the IPP groups. At the account level, the weighting assigned to the
Fund is greater than or equal to the weighting assigned to other accounts used to determine IPP (but can be adjusted periodically). Additionally, a portion of Mr. Offeringa’s IPP score is based on the performance of the accounts for which he provides research
and analytic support. A portion of the bonus tied to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive
management on a discretionary basis using various factors, such as, for example, on a product, strategy or asset class
basis, and considering overall contributions and any other factors deemed relevant (and may be adjusted periodically).
Additionally, Hermes has established a long-term incentive plan that allows participants
to benefit from ownership of restricted Federated Hermes’ shares in the business. Award holders are eligible to receive dividends from the first year of award. Participants are proposed by the Executive Committee based on a range of factors.
Kazaur Rahman, Portfolio Manager
Types of Accounts Managed
by Kazaur Rahman
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
|
|
|
*
None of the Accounts has an advisory fee that is based on the performance of the account.
Dollar value range of shares owned in the Fund: None.
Kazaur Rahman is paid a fixed base salary and a discretionary annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on Investment Product Performance (IPP) and also includes a discretionary component based on a variety of factors deemed relevant, including financial and non-financial
criteria. Discretionary incentive awards take into consideration the overall financial performance of the company, the individual,
and the products that the individual is involved in managing as well as the individual’s conduct and behaviours. Other factors deemed relevant may also be considered, and the criteria may be adjusted periodically. The total combined annual incentive opportunity is intended to be competitive in
the market for this portfolio manager role.
A portion of Mr. Rahman’s discretionary annual incentive is subject to deferral arrangements. The deferral period is three years. At least 50% of the deferred component of Mr. Rahman’s bonus is notionally co-invested in the strategies that he manages.
IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis versus the Fund’s representative performance index (i.e., Derived from Secured Overnight Financing Rate). Performance periods are adjusted if a portfolio manager has been managing an account for less than five years; accounts with less
than one year of performance history under a portfolio manager may be excluded.
As noted above, Mr. Rahman is also the portfolio manager for other accounts in addition
to the Fund. Such other accounts may have different benchmarks and performance measures. The allocation or weighting given
to the performance of the Fund or other accounts for which Mr. Rahman is responsible when his compensation is calculated may
be equal or can vary.
For purposes of calculating the annual incentive amount, each account managed by the
portfolio manager currently is categorized into one of two IPP groups (which may be adjusted periodically). Within
each performance measurement period and IPP group, IPP currently is calculated on the basis of an assigned weighting to each
account managed by the portfolio manager and included in the IPP groups. At the account level, the weighting assigned to the
Fund is greater than or equal to the weighting assigned to other accounts used to determine IPP (but can be adjusted periodically). Additionally, a portion of Mr. Rahman’s IPP score is based on the performance of the accounts for which he provides research and
analytic support. A portion of the bonus tied to the IPP score may be adjusted based on management’s assessment of overall contributions to account performance and any other factors as deemed relevant.
Any individual allocations from the discretionary pool may be determined, by executive
management on a discretionary basis using various factors, such as, for example, on a product, strategy or asset class
basis, and considering overall contributions and any other factors deemed relevant (and may be adjusted periodically).
Additionally, Hermes has established a long-term incentive plan that allows participants
to benefit from ownership of restricted Federated Hermes’ shares in the business. Award holders are eligible to receive dividends from the first year of award. Participants are proposed by the Executive Committee based on a range of factors.
Federated Advisory Services Company, an affiliate of the Adviser, provides certain
support services to the Adviser. The fee for these services is paid by the Adviser and not by the Fund.
Affiliates of the Adviser may, from time to time, provide certain electronic equipment
and software to institutional customers in order to facilitate the purchase of Fund Shares offered by the Distributor.
Code Of Ethics Restrictions On Personal Trading
As required by Rule 17j-1 of the Investment Company Act of 1940 and Rule 204A-1 under
the Investment Advisers Act (as applicable), the Fund, its Adviser and its Distributor have adopted codes of ethics.
These codes govern securities trading activities of investment personnel, Fund Trustees and certain other employees. Although
they do permit these people to trade in securities, including those that the Fund could buy, as well as Shares of the Fund,
they also contain significant safeguards designed to protect the Fund and its shareholders from abuses in this area, such as
requirements to obtain prior approval for, and to report, particular transactions.
Federated Administrative Services (FAS), a subsidiary of Federated Hermes, provides
administrative personnel and services, including certain legal, compliance and financial administrative services (“Administrative Services”), necessary for the operation of the Fund. FAS does not charge the Fund an Administrative Services fee but is entitled
to reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Fund.
State Street Bank & Trust Company is custodian for the securities and cash of the
Fund. Foreign instruments purchased by the Fund are held by foreign banks participating in a network coordinated by State Street
Bank & Trust Company.
Transfer Agent And Dividend Disbursing Agent
SS&C GIDS, Inc., the Fund’s registered transfer agent, maintains all necessary shareholder records.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, [ ________ ], conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which
require it to plan and perform its audits to provide reasonable assurance about whether the Fund’s financial statements and financial highlights are free of material misstatement.
The net asset value (NAV) of the Fund is determined as of the end of regular trading
on the New York Stock Exchange (NYSE) (normally, 4:00 p.m. Eastern time) each day the NYSE is open. The Fund calculates
the NAV by valuing its assets, subtracting its liabilities, and dividing the balance by the number of Shares outstanding.
The NAV is calculated to the nearest whole cent per Share. The Institutional Shares (“IS class”) NAV plus the Service Shares (“SS class”) NAV equals the total NAV of the Fund. The IS class NAV and the SS class NAV will be calculated separately based
on the fees and expenses applicable to each class. Because of differing class fees and expenses, the per Share net asset
value of the classes will vary over time.
Pursuant to Rule 2a-5 under the Investment Company Act of 1940, the Board has designated the Adviser as the Fund’s valuation designee to perform any fair value determinations for securities and other
assets held by the Fund. The Adviser, acting through its “Valuation Committee,” is responsible for determining the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised of officers of the Adviser and certain of the Adviser’s affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation
Committee is also authorized to use pricing services to provide price evaluations of the current fair value of certain
investments for purposes of calculating the NAV. The fair value method may be used to value trade finance related securities or other
securities. The Valuation Committee is subject to Board oversight and certain reporting and other requirements intended to
provide the Board the information it needs to oversee the Adviser’s fair value determinations.
The Adviser, as the Board’s valuation designee, has approved and monitors the procedures under which trade finance related securities are valued. Trade finance related securities that meet certain criteria
and are deemed to have prices that are readily available and reliable are valued by an independent pricing service. Other trade finance
related securities are valued at their fair value. In connection with determining the fair value of trade finance related securities,
the Valuation Committee will in good faith make an assessment of fair value. The factors that may be considered by the
Valuation Committee when making this assessment are: (1) the cost and/or repayment performance of the underlying trade
finance security; (2) the last reported price at which the investment was traded; (3) information regarding the investment or the issuer;
(4) information on the sector in which the issuer is active or the country or region where the issuer is located; (5) changes
in financial conditions and business prospects disclosed in the issuer’s financial statements and other reports; (6) publicly announced transactions (such as tender offers and mergers) involving the issuer; (7) comparisons to other investments or to financial
indices that are correlated to the investment; (8) with respect to fixed-income investments, changes in market yields and spreads;
(9) with respect to investments that have been suspended from trading, the circumstances leading to the suspension; and (10)
other factors that might affect the investment’s value.
The fair value of each trade finance related security is approved by the Valuation
Committee and periodically reviewed by the Board of Trustees based upon the Adviser’s procedures.
In calculating its NAV, the Fund generally values investments as follows:
■ Equity securities listed on a U.S. securities exchange or traded through the U.S.
national market system are valued at their last reported sale price or official closing price in their principal exchange or market.
If a price is not readily available, such equity securities are valued based upon the mean of closing bid and ask quotations from one
or more dealers.
■ Other equity securities traded primarily in the United States are valued based upon
the mean of closing bid and ask quotations from one or more dealers.
■ Equity securities traded primarily through securities exchanges and regulated market
systems outside the United States are valued at their last reported sale price or official closing price in their principal
exchange or market. These prices may be adjusted for significant events occurring after the closing of such exchanges or market
systems as described below. If a price is not readily available, such equity securities are valued based upon the mean of closing
bid and ask quotations from one or more dealers.
■ Fixed-income securities are fair valued using price evaluations provided by a pricing
service approved by the Adviser. The methods used by pricing services to determine such price evaluations are described
below.
■ Futures contracts listed on exchanges are valued at their reported settlement price.
Option contracts listed on exchanges are valued based upon the mean of closing bid and ask quotations reported by the exchange
or from one or more futures commission merchants.
■ OTC derivative contracts are fair valued using price evaluations provided by a pricing
service approved by the Adviser. The methods used by pricing services to determine such price evaluations are described
below. If a price evaluation from a pricing service is not readily available, such derivative contracts may be fair valued based
upon price evaluations from one or more dealers or using a recognized pricing model for the contract.
■ Shares of other mutual funds or non-exchange-traded investment companies are valued
based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances under which they will
use fair value pricing and the effects of using fair value pricing.
If any price, quotation, price evaluation or other pricing source is not readily available
when the NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service or from more than one dealer
for an investment within a reasonable period of time as set forth in the Adviser’s valuation policies and procedures, or if information furnished by a pricing service, in the opinion of the Valuation Committee, is deemed not representative of the fair value
of such security, the Fund will use the fair value of the investment determined in accordance with the procedures described below.
There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund’s NAV. The Fund will not use a pricing service or dealer who is an affiliated person of the Adviser to value investments.
Noninvestment assets and liabilities are valued in accordance with U.S. Generally
Accepted Accounting Principles (GAAP). The NAV calculation includes expenses, dividend income, interest income, other income
and realized and unrealized investment gains and losses through the date of the calculation. Changes in holdings of investments
and in the number of outstanding Shares are included in the calculation not later than the first business day following such
change. Any assets or liabilities denominated in foreign currencies are converted into U.S. dollars using an exchange rate obtained
from a third party.
The Fund follows procedures that are common in the registered fund industry regarding
errors made in the calculation of its NAV. This means that, generally, the Fund will not correct errors of less than one
cent per Share.
Fair Valuation and Significant Events Procedures
The Adviser, acting through its Valuation Committee, is responsible for determining
the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised
of officers of the Adviser and certain of the Adviser’s affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation Committee is also authorized to use pricing services to provide price evaluations of the current
fair value of certain investments for purposes of calculating the NAV.
Pricing Service Valuations. The Valuation Committee, subject to Board oversight, is authorized to use pricing
services that provide daily fair value evaluations of the current value of certain investments,
primarily fixed-income securities and OTC derivatives contracts. Different pricing services may provide different price evaluations
for the same security because of differences in their methods of evaluating market values. Factors considered by pricing
services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity,
call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general
market conditions. A pricing service may find it more difficult to apply these and other factors to relatively illiquid or
volatile investments, which may result in less frequent or more significant changes in the price evaluations of these investments.
If a pricing service determines that it does not have sufficient information to use its standard methodology, it may evaluate an investment
based on the present value of what investors can reasonably expect to receive from the issuer’s operations or liquidation.
Special valuation considerations may apply with respect to the Fund’s “odd-lot” positions, if any, as the Fund may receive lower prices when it sells such positions than it would receive for sales of institutional
round lot positions. Typically, these securities are valued assuming orderly transactions of institutional round lot sizes,
but the Fund may hold or, from time to time, transact in such securities in smaller, odd lot sizes.
The Valuation Committee oversees the Fund’s pricing services, which includes, among other things, monitoring significant or unusual price fluctuations above predetermined tolerance levels from the prior day, back-testing of pricing services’ prices against actual sale transactions, conducting periodic due diligence meetings and reviews
and periodically reviewing the inputs, assumptions and methodologies used by these pricing services. If information furnished
by a pricing service is not readily available or, in the opinion of the Valuation Committee, is deemed not representative
of the fair value of such security, the security will be fair valued by the Valuation Committee in accordance with procedures
established by the Adviser as discussed below in “Fair Valuation Procedures.”
Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a “bid” evaluation). Other pricing services offer both bid evaluations and price evaluations
indicative of a price between the bid and ask prices for the investment (a “mid” evaluation). The Fund normally uses bid evaluations for any U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally
uses mid evaluations for any other types of fixed-income securities and any OTC derivative contracts.
Fair Valuation Procedures. The Board has designated the Adviser as the Fund’s valuation designee to perform the fair value determination for securities and other assets held by the Fund. The Adviser has established
procedures for determining the fair value of investments for which price evaluations from pricing services or dealers
and market quotations are not readily available. The procedures define an investment’s “fair value” as the price that the Fund might reasonably expect to receive upon its current sale. The procedures assume that any sale would be made to a willing buyer in the
ordinary course of trading. The procedures require consideration of factors that vary based on the type of investment and the
information available. Factors that may be considered in determining an investment’s fair value include: (1) the last reported price at which the investment was traded;
(2) information provided by dealers or investment analysts regarding the investment
or the issuer; (3) changes in financial conditions and business prospects disclosed in the issuer’s financial statements and other reports; (4) publicly announced transactions (such as tender offers and mergers) involving the issuer; (5) comparisons
to other investments or to financial indices that are correlated to the investment; (6) with respect to fixed-income investments,
changes in market yields and spreads; (7) with respect to investments that have been suspended from trading, the circumstances leading
to the suspension; and (8) other factors that might affect the investment’s value.
The Valuation Committee is responsible for the day-to-day implementation of these
procedures subject to the oversight of the Board. The Valuation Committee may also authorize the use of a financial valuation
model to determine the fair value of a specific type of investment. The Board periodically reviews the fair valuations made
by the Valuation Committee. The Board has also approved the Adviser’s fair valuation procedures and significant events procedures as part of the Fund’s compliance program and will review any changes made to the procedures.
Using fair value to price investments may result in a value that is different from an investment’s most recent closing price and from the prices used by other registered funds to calculate their NAVs. The application
of the fair value procedures to an investment represents a good faith determination of such investment’s fair value. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it sold the investment at approximately
the time at which the Fund determines its NAV per share, and the actual value could be materially different.
Significant Events. The Adviser has adopted procedures requiring an investment to be priced at its fair
value whenever the Adviser determines that a significant event affecting the value of the investment
has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the
NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant
events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation
provided by a pricing service or a dealer, include:
■ With respect to securities traded principally in foreign markets, significant trends
in U.S. equity markets or in the trading of foreign securities index futures contracts;
■ Political or other developments affecting the economy or markets in which an issuer
conducts its operations or its securities are traded; and
■ Announcements concerning matters such as acquisitions, recapitalizations or litigation
developments, or a natural disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.
The Adviser has adopted procedures whereby the Valuation Committee uses a pricing
service to provide factors to update the fair value of equity securities traded principally in foreign markets from the time
of the close of their respective foreign stock exchanges to the pricing time of the Fund. The pricing service uses models that correlate
changes between the closing and opening price of equity securities traded primarily in non-U.S. markets to changes
in prices in U.S.-traded securities and derivative contracts. The pricing service seeks to employ the model that provides
the most significant correlation based on a periodic review of the results. The model uses the correlation to adjust the reported
closing price of a foreign equity security based on information available up to the close of the NYSE.
The fair valuation of securities following a significant event can serve to reduce
arbitrage opportunities for short-term traders to profit at the expense of long-term investors in the Fund. For example, such arbitrage
opportunities may exist when the market on which portfolio securities are traded closes before the Fund calculates its NAV,
which is typically the case with Asian and European markets. However, there is no assurance that these significant event procedures
will prevent dilution of the NAV by short-term traders.
For other significant events, the Fund may seek to obtain more current quotations
or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the fair value
of the investment is determined using the methods discussed above in “Fair Valuation Procedures.” The Board periodically reviews any fair valuations made in response to significant events.
PAYMENTS TO FINANCIAL INTERMEDIARIES and other persons
The Adviser 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, and other persons, that support the sale of Shares or provide services to the Fund and/or its shareholders. The amounts of these payments could be significant, and may create an incentive for the financial intermediary or its employees or associated
persons or other persons to recommend
or sell Shares of the Fund to you. Not all financial intermediaries and other persons receive such payments, and the amount of compensation may vary. In some cases, such payments may be made by or funded from the resources of companies
affiliated with the Adviser. These payments are not reflected in the fees and expenses listed in the fee table section of the Fund’s Prospectus and described above because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as: the number or value
of Shares that the financial intermediary or other persons sells, may sell or arrange for the sale of Shares; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the Fund’s and/or other Federated Hermes funds’ relationship with the financial intermediary. You can ask your financial intermediary, or any other person that provides services to you, for information about any payments it receives from the Adviser and any services
provided, as well as about fees and/or commissions it charges.
Brokerage Transactions And Investment Allocation
Equity securities may be traded in the over-the-counter market through broker/dealers
acting as principal or agent, or in transactions directly with other investors. Transactions may also be executed on a
securities exchange or through an electronic communications network. The Adviser seeks to obtain best execution of trades in equity
securities by balancing the costs inherent in trading, including opportunity costs, market impact costs and commissions.
As a general matter, the Adviser seeks to add value to its investment management by using market information to capitalize on
market opportunities, actively seek liquidity and discover price. The Adviser continually monitors its trading results
in an effort to improve execution. Fixed-income securities are generally traded in an over-the-counter market on a net basis (i.e.,
without commission) through dealers acting as principal or in transactions directly with the issuer. Dealers derive an undisclosed
amount of compensation by offering securities at a higher price than they bid for them. Some fixed-income securities may have only
one primary market maker. The Adviser seeks to use dealers it believes to be actively and effectively trading the security
being purchased or sold, but may not always obtain the lowest purchase price or highest sale price with respect to a fixed-income security. The Adviser’s receipt of research services (as described below) may also be a factor in the Adviser’s selection of brokers and dealers. The Adviser may also direct certain portfolio trades to a broker that, in turn, pays a portion of the Fund’s operating expenses. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Fund’s Board.
Investment decisions for the Fund are made independently from those of other accounts
managed by the Adviser and accounts managed by affiliates of the Adviser. Except as noted below, when the Fund and one
or more of those accounts invests in, or disposes of, the same security, available investments or opportunities for sales will
be allocated among the Fund and the account(s) in a manner believed by the Adviser to be equitable. While the coordination
and ability to participate in volume transactions may benefit the Fund, it is possible that this procedure could adversely
impact the price paid or received and/or the position obtained or disposed of by the Fund. Investments for Federated Hermes Kaufmann
Fund and other accounts managed by that fund’s portfolio managers in initial public offerings (IPO) are made independently from any other accounts, and much of their non-IPO trading may also be conducted independently from other accounts. Trading
and allocation of investments, including IPOs, for accounts managed by Federated MDTA LLC are also made independently
from the Fund. Investment decisions and trading for certain separately managed or wrap-fee accounts, and other
accounts, of the Adviser and/or certain investment adviser affiliates of the Adviser also are generally made and conducted
independently from the Fund. It is possible that such independent trading activity could adversely impact the prices paid or received
and/or positions obtained or disposed of by the Fund.
Brokerage and Research Services
Brokerage services include execution of trades and products and services that relate
to the execution of trades, including communications services related to trade execution, clearing and settlement, trading
software used to route orders to market centers, software that provides algorithmic trading strategies and software used to
transmit orders to direct market access (DMA) systems. Research services may include: advice as to the advisability of investing
in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations;
and similar services. Research services assist the Adviser and its affiliates in terms of their overall investment responsibilities
to funds and investment accounts for which they have investment discretion. However, particular brokerage and research services received
by the Adviser and its affiliates may not be used to service every fund or account, and may not benefit the particular funds
and accounts that generated the brokerage commissions. In addition, brokerage and research services paid for with commissions
generated by the Fund may be used in managing other funds and accounts. To the extent that receipt of these services may
replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses. The
Adviser and its affiliates exercise reasonable business judgment in selecting brokers to execute securities transactions where receipt
of research services is a factor. They determine in good faith that commissions charged by such persons are reasonable in
relationship to the value of the brokerage and research services provided.
The Fund intends to elect to be treated and to qualify each year as a regulated investment
company (RIC) under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Fund must, among other things, meet the following requirements regarding the source of its income and the diversification of its assets:
(i) The Fund must derive in each taxable year at least 90% of its gross income from
the following sources: (a) dividends, interest (including tax-exempt interest), payments with respect to certain securities
loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including
but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock,
securities or foreign currencies; and (b) net income derived from interests in “qualified publicly traded partnerships” (as defined in the Code).
(ii) The Fund must diversify its holdings so that, at the end of each quarter of each
taxable year: (a) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities limited,
in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer; and (b) not more than 25% of the market value of the Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies)
of (I) any one issuer, (II) any two or more issuers that the Fund controls and that are determined to be engaged in the same business
or similar or related trades or businesses or (III) any one or more “qualified publicly traded partnerships” (as defined in the Code).
As a RIC, the Fund generally will not be subject to U.S. federal income tax on income
and gains that the Fund distributes to its shareholders provided that it distributes each taxable year at least the sum of (i) 90% of the Fund’s investment company taxable income (which includes, among other items, dividends, interest and the excess of any
net short-term capital gain over net long-term capital loss and other taxable income, other than any net long-term capital gain,
reduced by deductible expenses) determined without regard to the deduction for dividends paid and (ii) 90% of the Fund’s net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed deductions). The Fund intends to distribute substantially
all of such income each year. The Fund will be subject to income tax at regular corporation rates on any taxable
income or gains that it does not distribute to its shareholders.
In order to avoid incurring a nondeductible 4% federal excise tax obligation, the
Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year an amount at least
equal to the sum of (i) 98% of its ordinary income for such year (ii) 98.2% of its capital gain net income (which is the excess
of its realized net long-term capital gain over its realized net short-term capital loss), generally computed on the basis of the
one-year period ending on October 31 of such year, after reduction by any available capital loss carryforwards, and (iii) 100%
of any ordinary income and capital gain net income from the prior year (as previously computed) that were not paid out during
such year and on which the Fund paid no federal income tax. While the Fund intends to distribute any ordinary income and capital
gain in the manner necessary to minimize imposition of the 4% excise tax, there can be no assurance that sufficient amounts of the Fund’s ordinary income and capital gain will be distributed to avoid entirely the imposition of the tax. In that
event, the Fund will be liable for the tax only on the amount by which it does not meet the foregoing distribution requirement.
If the Fund does not qualify as a RIC for any taxable year, the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of
net capital gain (if any), will be taxable to the shareholder as ordinary income or, if certain holding period and other requirements
are met, as qualified dividend income. In addition, in order to requalify for taxation as a RIC, the Fund may be required to
recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
Distributions of any taxable net investment income and net short-term capital gain
will generally be taxable as ordinary income. Distributions of the Fund’s net capital gain designated as capital gain dividends, if any, will be taxable to shareholders as long-term capital gains, regardless of the length of time they held their Shares. Distributions, if any, in excess of the Fund’s earnings and profits will first reduce the adjusted tax basis of a holder’s Shares and, after that basis has been reduced to zero, will constitute capital gains to the shareholder (assuming the Shares are held as a capital
asset). See below for a summary of the maximum tax rates applicable to capital gains (including capital gain dividends). The Fund’s distributions generally will not qualify either for the dividends received deduction generally available to corporate
taxpayers or as qualified dividend income
subject to favorable tax treatment for individual taxpayers. “Qualified dividend income” means dividends received by the Fund from U.S. corporations and qualifying foreign corporations, provided that the Fund
satisfies certain holding period and other requirements in respect of the stock of such corporations and, when distributed by
the Fund to individual shareholders, such shareholders satisfy certain holding period and other requirements in respect of their
Shares.
Dividends and other distributions declared by the Fund in October, November or December
of any year and payable to shareholders of record on a date in any of those months will be deemed to have been
paid by the Fund and received by the shareholders on December 31 of that year if the distributions are paid by the Fund
during the following January. Accordingly, those distributions will be taxed to shareholders for the year in which that December
31 falls. The Fund will inform shareholders of the source and tax status of all distributions promptly after the close of each
calendar year.
Dividends and interest received, and gains realized, by the Fund on foreign securities
may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions (collectively “foreign taxes”) that would reduce the return on its securities. Tax conventions between certain countries and the United States, however,
may reduce or eliminate foreign taxes, and many foreign countries do not impose taxes on capital gains in respect of investments
by foreign investors.
The Fund believes that substantially all of its investment strategies will generate
qualifying income for purposes of the Fund meeting the requirements for treatment as a RIC under current federal income tax law.
Interest received by the Fund in connection with its trade finance investments will be qualifying income for purposes
of such requirements, but certain income from engaging in lending or other business activities would not be qualifying income.
The Fund must take into account the distinction between these types of income in structuring its participation in trade
finance investments. Also, the Code expressly provides the U.S. Treasury with authority to issue regulations that would exclude
foreign currency gains from qualifying income if such gains are not directly related to a fund’s business of investing in stock or securities. While to date the U.S. Treasury has not exercised this regulatory authority, there can be no assurance that it will not
issue regulations in the future (possibly with retroactive application) that would treat some or all of the Fund’s foreign currency gains as non-qualifying income for RIC purposes, which may affect the Fund’s status as a RIC for all years to which such regulations are applicable.
Because the Fund will invest substantially in interest-bearing securities rather than
in the stock of domestic corporations, dividends paid by the Fund are generally not expected to qualify for the reduced income
tax rates applicable to qualified dividend income.
The Fund’s investment in zero coupon and certain other securities will cause it to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily by the
Fund and, in order to avoid a tax payable by the Fund, the Fund may be required to liquidate securities that it might otherwise
have continued to hold in order to generate cash so that the Fund may make required distributions to its shareholders.
Investments in lower rated or unrated securities may present special tax issues for
the Fund to the extent that the issuers of these securities default on their obligations pertaining thereto. The Code is not
entirely clear regarding the federal income tax consequences of the Fund’s taking certain positions in connection with ownership of such distressed securities, such as when the Fund may cease to accrue interest, original issue discount, or market discount, when
and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default
should be allocated between principal and income, and whether exchanges of debt obligations in a workout context are taxable.
These and other issues will be addressed by the Fund if it holds such obligations in order to reduce the risk of distributing
insufficient income to preserve its status as a regulated investment company and seek to avoid becoming subject to federal income
or excise tax.
Any recognized gain or income attributable to market discount on long-term debt obligations
(i.e., on obligations with a term of more than one year except to the extent of a portion of the discount attributable
to original issue discount) purchased by the Fund is taxable as ordinary income. A long-term debt obligation is generally treated
as acquired at a market discount if purchased after its original issue at a price less than (i) the stated principal amount payable
at maturity, in the case of an obligation that does not have original issue discount or (ii) in the case of an obligation that does have
original issue discount, the sum of the issue price and any original issue discount that accrued before the obligation was purchased,
subject to a de minimis exclusion.
Foreign exchange gains and losses realized by the Fund in connection with certain
transactions involving foreign currency-denominated debt securities, certain foreign currency futures and options, foreign currency forward
contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section
988 of the Code, which generally causes such gains and losses to be treated as ordinary income and losses and may affect the amount,
timing and character of distributions to shareholders. If the net foreign exchange loss for a year treated as ordinary loss under Section 988 were to exceed the Fund’s investment company taxable income, computed without regard to such loss but after
considering the post-October loss regulations, the resulting overall ordinary loss for such year would not be deductible
by the Fund or its shareholders in future years. Under such circumstances, distributions paid by the Fund could be deemed return
of capital.
Taxation of interest received by the Fund with respect to emerging market borrowers
may be subject to foreign taxes that may or may not be reclaimable. Trade finance related securities may include methods to
minimize such risks but no assurance can be given that such techniques will be successful. In addition, markets in which the Fund
invests may have less well developed or defined tax laws and procedures than in more developed markets and this may adversely
affect the level of tax suffered by investment in those markets. This may also include the imposition of retroactive taxation
which had not reasonably been anticipated in the valuation of the assets of the Fund. This may result in uncertainty
which could necessitate significant provisions being made for foreign taxes in the calculation of the NAV of the Fund.
Certain transactions entered into by the Fund are subject to special tax rules of
the Code that may, among other things: (a) affect the character of gains and losses realized; (b) disallow, suspend or otherwise
limit the allowance of certain losses or deductions; and (c) accelerate the recognition of income without a corresponding receipt
of cash (with which to make the necessary distributions to satisfy distribution requirements applicable to RICs).
Operation of these rules may affect the character, amount and timing of distributions to shareholders. Special tax rules may also require
the Fund to mark-to-market (i.e., treat them as sold on the last day of the taxable year) certain types of positions in its portfolio
(i.e., some of the call options written by the Fund) and may result in the recognition of income without a corresponding receipt
of cash. The Fund intends to monitor transactions, make appropriate tax elections and make appropriate entries in its books
and records to avoid any possible disqualification for the special treatment afforded RICs under the Code.
The Fund will inform shareholders of the source and tax status of all distributions
promptly after the close of each calendar year.
The repurchase or transfer of Shares may result in a taxable gain or loss to the tendering
shareholder. Different tax consequences may apply for tendering and non-tendering shareholders in connection
with a repurchase offer. For example, if a shareholder does not tender all of his or her Shares, such repurchase may not be treated
as an exchange for U.S. federal income tax purposes and may result in deemed distributions to non-tendering shareholders.
On the other hand, shareholders who tender all of their Shares (including Shares deemed owned by shareholders under constructive
ownership rules) will be treated as having sold their Shares and generally will realize a capital gain or loss. Such gain or
loss is measured by the difference between the shareholder’s amount received and his or her adjusted tax basis of the Shares. For non-corporate Shareholders, gain or loss from the transfer or repurchase of Shares generally will be taxable at a U.S. federal income
tax rate dependent upon the length of time the Shares were held. The maximum tax rate applicable to net capital gains recognized
by individuals and other non-corporate taxpayers is (i) the same as the maximum ordinary income tax rate for gains recognized
on the sale of capital assets held for one year or less, or (ii) 20% for gains recognized on the sale of capital assets held
for more than one year (as well as certain capital gain distributions). Any loss on a disposition of Shares held for six months or less
will be treated as a long-term capital loss to the extent of any capital gain distributions received with respect to those Shares. For
purposes of determining whether Shares have been held for six months or less, the holding period is suspended for any periods during which the shareholder’s risk of loss is diminished as a result of holding one or more other positions in substantially similar
or related property, or through certain options or short sales. Any loss realized on a sale or exchange of Shares will be
disallowed to the extent those Shares are replaced by other Shares within a period of 61 days beginning 30 days before and ending 30
days after the date of disposition of the Shares (whether through the reinvestment of distributions, which could occur, for
example, if the shareholder is a participant in the Plan (as defined below) or otherwise). In that event, the basis of the replacement
Shares will be adjusted to reflect the disallowed loss.
An investor should be aware that, if Shares are purchased shortly before the record
date for any taxable distribution (including a capital gain distribution), the purchase price likely will reflect the value of
the distribution and the investor then would receive a taxable distribution likely to reduce the trading value of such Shares, in effect
resulting in a taxable return of some of the purchase price.
Amounts paid by the Fund to individuals and certain other shareholders who have not
provided the Fund with their correct taxpayer identification number (“TIN”) and certain certifications required by the Internal Revenue Service (the “IRS”) as well as shareholders with respect to whom the Fund has received certain information from the
IRS or a broker may be subject to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other distributions as well as the gross proceeds of sales of Shares, at the current rate of 24%. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from payments made to a shareholder may be refunded or credited against such shareholder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS.
If a shareholder realizes a loss on disposition of Shares of $2 million or more for
an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue
Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from
this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future
guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment
companies.
Certain net investment income received by an individual having modified adjusted gross
income in excess of $200,000 (or $250,000 for married individuals filing jointly) will be subject to a tax of 3.8 percent.
Certain dividends and capital gain distributions paid by the Fund will constitute investment income of the type subject
to this tax.
The foregoing briefly summarizes some of the material federal income tax consequences
to shareholders of investing in Shares, reflects the federal tax law as of the date of this Statement of Additional
Information, and does not address special tax rules applicable to certain types of investors, such as tax-exempt entities, foreign
investors, insurance companies and financial institutions. Unless otherwise noted, this discussion assumes that an investor is
a U.S. person and holds the Shares as a capital asset. This discussion is based upon present provisions of the Code, the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change or differing
interpretations by the courts or the IRS retroactively or prospectively. Shareholders should consult their own tax advisers
with respect to special tax rules that may apply in their particular situations, as well as the state, local, and, where applicable,
foreign tax consequences of investing in the Fund.
Non-U.S. investors not engaged in a U.S. trade or business with which their investment
in the Fund is effectively connected will be subject to U.S. federal income tax treatment that is different from that described
above. These investors may be subject to nonresident alien withholding tax at the rate of 30% (or a lower rate under an applicable
tax treaty) on amounts treated as ordinary dividends from a Fund and, unless an effective IRS Form W-8BEN or other authorized
withholding certificate is on file and to backup withholding on certain other payments from the Fund. Capital gain distributions
and dividends properly designated as interest-related dividends and short-term capital gain dividends will not be subject
to the 30% withholding tax. Non-U.S. investors should consult their tax advisers regarding such treatment and
the application of foreign taxes to an investment in the Fund.
A 30% U.S. withholding tax may apply under FATCA to any U.S.-source “withholdable payments” made to a non-U.S. entity unless the non-U.S. entity enters into an agreement with either the IRS or a governmental
authority in its own country, as applicable, to collect and provide substantial information regarding the entity’s owners, including “specified United States persons” and “United States owned foreign entities,” or otherwise demonstrates compliance with or exemption from FATCA. The term “withholdable payment” for these purposes would include dividends paid by the Fund. Proposed regulations (having immediate effect while pending) would eliminate the withholding tax that was scheduled to begin in 2019 with respect
to U.S.-source investment sale proceeds. Non-U.S. investors should consult their own tax advisers
regarding the impact of FATCA on their investment in the Fund.
Shareholders should consult their own tax advisers as to the state or local tax consequences
of investing in the Fund.
The Fund is an organization of the type commonly known as a “Delaware statutory trust.” The Fund’s Declaration of Trust provides that the Trustees and officers of the Fund, in their capacity as such, will
not be personally liable for errors of judgment or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee
against any liability to the Fund or its shareholders to which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. Voting rights are not
cumulative, which means that the holders of more than 50% of the Shares voting for the election of Trustees can elect 100% of
the Trustees and, in such event, the holders of the remaining less than 50% of the Shares voting on the matter will not be able to
elect any Trustees.
Pursuant to Delaware law, the Fund’s Declaration of Trust places certain limitations on the ability of shareholders to bring derivative actions on behalf of the Fund. Such limitations include, but are not limited
to, that generally at least 10% of shareholders must join a written demand of the Trustees to bring an action and that
the Trustees may review and reject the demand after evaluation. The Fund’s Declaration of Trust also includes provisions altering the fiduciary duties of the Fund’s Trustees, officers, employees or agents of the Fund. Such limitations do not apply
to claims asserted under the federal securities laws to the extent that any such federal laws, rules or regulations do not permit
such application. To the extent it is determined that any such applicable laws or regulations preclude the application of these limitations
under federal securities laws, the relevant provisions of the Fund’s Declaration of Trust are severable and any such determination would not affect the remaining provisions of the Fund’s Declaration of Trust.
The Fund’s Prospectus and this SAI do not contain all of the information set forth in the Registration Statement that the Fund has filed with the SEC. The complete Registration Statement may be obtained from the
SEC upon payment of the fee prescribed by its rules and regulations.
Effective at the open of business July 25, 2025, the Fund’s issued Shares designated as the CS class were re-designated as the IS class. Also, effective at the open of business July 25, 2025, the Fund’s SS class commenced operations. The Financial Statements for the Fund for the fiscal year ended March 31, 2025 are incorporated herein by reference to the Annual Report to Shareholders of Federated Hermes Project and Trade Finance Tender Fund dated March
31, 2025 [TO BE FILED BY AMENDMENT].
Addresses
Federated Hermes Project and Trade Finance Tender Fund
INSTITUTIONAL SHARES
SERVICE SHARES
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
1-800-341-7400
Federated Hermes (UK) LLP
150 Cheapside
London, EC2V 6ET, England
Federated Administrative Services
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
1-800-341-7400
State Street Bank & Trust Company
P.O. Box 219221
Kansas City, MO 64121-9221
Transfer Agent and Dividend Disbursing Agent
SS&C GIDS, Inc.
1055 Broadway
Independent Registered Public Accounting Firm
[ _________ ]
Two Financial Center
60 South Street
Boston, MA 02111
PART C. OTHER INFORMATION.
Item 25. Financial
Statements and Exhibits
(1)
Financial Statements
Included in Part A:
Financial Highlights for
period ended September 30, 2024
Included in Part B:
Portfolio of Investments.*
Financial Highlights.*
Statement of Assets and
Liabilities.*
Statement of Operations.*
Statement of Changes in
Net Assets.*
Statement of Cash Flows.*
Notes to Financial Statements.*
Report of Independent
Registered Public Accounting Firm.*
*Incorporated by reference
to the Registrant’s Form N-CSR filed with the Securities and Exchange Commission on [May __, 2025 (Accession No. ______)]
Portfolio of Investments.*
*
Financial Highlights.*
*
Statement of Assets and
Liabilities.* *
Statement of Operations.*
*
Statement of Changes in
Net Assets.* *
Statement of Cash Flows.*
*
Notes to Financial Statements.*
*
*
*Incorporated by reference to the Registrant’s Form N-CSRS filed with the Securities and Exchange Commission on November 26, 2024
(Accession No. 0001623632-24-001961)
(2)
Exhibits:
| (a) |
Declaration of Trust |
|
| 1 |
Conformed copy of Certificate of Trust of the Registrant dated June 23, 2016, including Amendment effective June 26, 2020, as filed via EDGAR in Post-Effective Amendment No. 2 on July 21, 2020 on Form N-2 (File Nos. 333-231065 and 811-23174) |
|
| 2 |
Conformed copy of Declaration of Trust of the Registrant dated October 1, 2016, including Amendment No. 1 effective June 26, 2020, as filed via EDGAR in Post-Effective Amendment No. 2 on July 21, 2020 on Form N-2 (File Nos. 333-231065 and 811-23174) |
|
| (c) |
Copies of any Voting Trust Agreement with respect to more than Five Percent of any Class of Equity Securities of the Registrant |
|
| |
Not applicable |
|
| (f) |
Constituent Instruments Defining Rights of Holders of Long-Term Debt Securities of Subsidiaries for which Consolidated or Unconsolidated Financial Statements are Required to be Filed |
|
| |
Not applicable |
|
| (g) |
Investment Advisory Contracts |
|
| |
|
|
| 1 |
Federated Investment Management Company
Conformed
copy of the investment advisory contract of the Registrant (reflecting Registrant name change dated June 29, 2020), dated October 1, 2016,
including Exhibit A, and Limited Power of Attorney dated June 1, 2017, as filed via EDGAR in Post-Effective Amendment No. 2 on July 21,
2020 on Form N-2 (File Nos. 333-231065 and 811-23174) |
|
| |
|
|
| 2 |
Federated Hermes (UK) LLP
Conformed
copy of the investment subadvisory agreement of the Registrant, Federated Investment Management Company and Federated Hermes (UK) LLP,
dated October 17, 2016 (reflecting Registrant name change dated June 29, 2020 and Subadviser name change dated June 19, 2020), including
Appendix A and Limited Power of Attorney dated June 1, 2017, as filed via EDGAR in Post-Effective Amendment No. 3 on May 27, 2021 (File
Nos. 333-231065 and 811-23174) |
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| (i) |
Bonus, Profit Sharing, Pension, or Other Similar Contracts or Arrangements |
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| |
Not applicable |
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| (k) |
Other Material Contracts |
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| |
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|
| 1 |
Agency Agreement |
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| |
Conformed
copy of amended Agency Agreement between Registrant and DST Systems, Inc., dated December 6, 2016 (reflecting Registrant name change dated
June 29, 2020), as filed via EDGAR in Post-Effective Amendment No. 2 filed July 21, 2020 on Form N-2 (File Nos. 333-231065 and 811-23174)
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| |
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|
| 2 |
Administrative Services Agreement |
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| |
Conformed copy of the Fourth Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative Services dated September 1, 2022, including Exhibit A (dated September 1, 2024) and Exhibit B, as filed via EDGAR in Amendment No. 28 on November 26, 2024 on Form N-2 (File Nos. 333-283469 and 811-23174) |
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| |
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| 3 |
Financial Administration and Accounting Agreement |
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| |
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, including Exhibit A (updated as of March 1, 2024), as filed via EDGAR in Amendment No. 27 on May 30, 2024 on Form N-2 (File Nos. 333-279816 and 811-23174) |
|
| (l) |
Legal Opinion |
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| |
Conformed copy of Opinion and Consent of K&L Gates LLP* |
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| (m) |
Consent to Service of Process |
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| |
Not applicable |
|
| (n) |
Other Opinions |
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| |
Conformed copy of Consent of KPMG LLP, Independent
Registered Public Accounting Firm*
|
|
| (o) |
Omitted Financial Statements |
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| |
Not applicable |
|
| (q) |
Model Retirement Plans |
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| |
Not applicable |
|
| (s) |
Calculation of Filing Fee Table |
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| |
Copy of the Registrant’s Calculation of Filing
Fee Tables (Newly Registered and Carry Forward Securities)*
|
|
| + |
Exhibit is being filed electronically with registration statement |
|
*[TO BE FILED BY AMENDMENT]
Exhibit List for Inline Interactive Data
File Submission.
[TO BE FILED BY AMENDMENT]
| Index No. |
Description of Exhibit |
| EX-101.INS |
XBRL Instance Document - Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. |
| EX-101.SCH |
XBRL Taxonomy Extension Schema Document |
| EX-101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
| EX-101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
| EX-101.LAB |
XBRL Taxonomy Extension Labels Linkbase |
| EX-101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
| Item 26. | Marketing Arrangements |
Distribution contract
incorporated by reference to Pre-Effective Amendment #1 filed October 28, 2016.
| Item 27. | Other Expenses of Issuance and Distribution |
Not applicable.
| Item 28. | Persons Controlled by or Under Common Control with the Fund: |
None.
| Item 29. | Number of Holders of Securities |
Set forth below is the
number of record holders as of April 30, 2025, of each class of securities of the Registrant:
| Title of Class |
Number of Record Holders |
| Common shares of beneficial interest |
8 |
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 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 31 Business and Other Connections of Investment Adviser (Federated Investment Management Company): |
| For a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A. The affiliations with the Registrant of two of the Trustees and three of the Officers of the Investment Adviser are included in Part B of this Registration Statement under "Who Manages and Provides Services to the Fund?" The remaining Trustees of the Investment Adviser and, in parentheses, their principal occupations are: Thomas R. Donahue, (Chief Financial Officer, Federated Hermes, Inc.), 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779, John B. Fisher, (Vice Chairman, Federated Hermes, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779 and James J. Gallagher, II, Partner, Morris James LLP, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801-1494. The business address of each of the Officers of the Investment Adviser is 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. These individuals are also officers of a majority of the Investment Advisers to the investment companies in the Federated Hermes Fund Complex described in Part B of this Registration Statement. |
| The Officers of the Investment Adviser are: |
| Chairman: |
J. Christopher Donahue |
| President/ Chief Executive Officer: |
John B. Fisher |
| Executive Vice Presidents: |
Deborah A. Cunningham
Anne H. Kruczek
Robert J. Ostrowski
Timothy G. Trebilcock |
| Senior Vice Presidents: |
Todd Abraham
Jeremy Boughton
Jonathan C. Conley
Mark E. Durbiano
Donald T. Ellenberger
Eamonn G. Folan
Richard J. Gallo
John T. Gentry
Michael R. Granito
Lori A. Hensler
Susan R. Hill
William R. Jamison
Jeffrey A. Kozemchak
Tracey L. Lusk
Judith J. Mackin
Christopher P. McGinley
Mary Jo Ochson
Ihab Salib
Michael W. Sirianni, Jr.
Nicholas S. Tripodes
Paige Wilhelm
|
| Vice Presidents: |
John Badeer
Patrick D. Benacci
Christopher S. Bodamer
G. Andrew Bonnewell
Hanan Callas
David B. Catalane, Jr.
Nicholas S. Cecchini
James Chelmu
Leslie Ciferno
Jerome Conner
Lee R. Cunningham, II
Gregory Czamara, V
B. Anthony Delserone, Jr.
Jason DeVito
Bryan Dingle
Ann Ferentino
Kevin M. Fitzpatrick
Timothy P. Gannon
Kathryn P. Glass
James L. Grant
Brandon Ray Hochstetler
Nathan H. Kehm
Allen J. Knizner
Daniel James Mastalski
Robert J. Matthews
Karl Mocharko
Joseph M. Natoli
Nicholas Navari
Gene Neavin
Bob Nolte
Liam O’Connell
Bradley S. Payne
John Polinski
Rae Ann Rice
Braden Rotberg
Brian Ruffner
Thomas C. Scherr
John Scullion
John Sidawi
Paul Smith
Peter Snook
Kyle Stewart
Randal Stuckwish
Mary Ellen Tesla
Frank Tetlow
James Damen Thompson
Anthony A. Venturino
Patrick O. Watson
Mark Weiss
George B. Wright
Christopher Wu
|
| Assistant Vice Presidents: |
Patrick B. Cooper
Robert Glasior
Christopher David Herkins
Quincy Hershey
Christopher F. Hopkins
Jeff J. Ignelzi
Bennett L. Lo
Derek Allen Plaski
Steven J. Slanika
Tyler R. Stenger
Michael S. Wilson
John E. Wyda
|
| Secretary: |
G. Andrew Bonnewell |
| Assistant Secretaries: |
Jonathan M. Lushko
George F. Magera
|
| Treasurer: |
Thomas R. Donahue |
| Assistant Treasurers: |
Autumn Favero
Richard A. Novak |
| Chief Compliance Officer: |
Stephen Van Meter |
Item 31. Business and Other Connections of Investment Sub-Adviser
(Federated Hermes (UK) LLP): |
| For a description of the other business of the Investment Sub-Adviser, see the section entitled “Management of the Fund” in Part A. The affiliation with the Registrant of five of the Officers of the Investment Sub-Adviser is included in Part B of this Registration Statement under “Management of the Fund.” The Trustees of the Investment Sub-Adviser and, in parentheses, their principal occupations are: Gregory P. Dulski,1 Interested Trustee and Chair (Chief Regulatory Officer and Head of Government Affairs, Federated Hermes Limited); Deborah A. Cunningham,2 Interested Trustee (Chief Investment Officer, Federated Hermes, Inc. Global Liquidity Markets); Michael Boyce,1 Independent Trustee (Independent Non-Executive Director); Ronan Walsh,1 Independent Trustee (Independent Non-Executive Director); and Ian Kennedy, 1 Interested Trustee (Chief Operating Officer and Chief of Staff of the international business of Federated Hermes, Inc.). The business address of the Trustees is 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. The business addresses of the Trustees and the Officers of the Investment Sub-Adviser are noted below. |
| The Officers of the Investment Sub-Adviser are: |
| Senior Vice President: |
Gregory P. Dulski1
Dennis Gepp1
Robert Ostrowski2 |
| Vice Presidents: |
Mohammed Hassan Elmi1
Christopher McGinley2
Maarten Offeringa1
Clive Selman1
Gary Skedge1
Robert J. Wagner3 |
| Assistant Vice President: |
Joanne Bartell1
Andrii V. Shevchenko1
Mohammed Kazaur Rahman1 |
| Managing Director and Chief Investment Officer: |
Dennis Gepp1 |
| Chief Operating Officer: |
Judith Benson1 |
| Chief Compliance Officer: |
Stephen Van Meter2 |
| Treasurer: |
Richard A. Novak2 |
| Assistant Treasurer: |
Autumn Favero2 |
1 150 Cheapside, London, EC2V 6ET, England
2 1001 Liberty Ave., Pittsburgh, PA 15222
3 4000 Ericsson Dr., Warrendale, PA 15086
| Item 32. | Location of Accounts and Records: |
All accounts and records required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the
following locations:
|
Federated Hermes Project and Trade Finance Tender Fund
(Registrant) |
Federated Hermes Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Notices should be sent to the Agent for Service at the address listed
on the facing page of this filing) |
Federated Administrative Services
(Administrator) |
1001 Liberty Avenue
Pittsburgh, PA 15222-3779 |
|
Federated Securities Corp.
(Distributor)
|
1001 Liberty Avenue
Pittsburgh, PA 15222-3779 |
|
Federated Investment Management Company
(Adviser) |
1001 Liberty Avenue
Pittsburgh, PA 15222-3779 |
Federated Hermes (UK) LLP
(Sub-Adviser) |
150 Cheapside
London EC2V 6ET
England |
|
Federated Advisory Services Company
(Adviser) |
1001 Liberty Avenue
Pittsburgh, PA 15222-3779 |
|
SS&C GIDS, Inc.
(Transfer Agent and Dividend Disbursing Agent) |
1055 Broadway
Kansas City, MO 64105 |
|
State Street Bank and Trust Company
(Custodian) |
P.O. Box 219221
Kansas City, MO 64121-9221 |
| Item 33. | Management Services: Not applicable. |
1.
An undertaking to suspend the offering of shares until the prospectus is amended if (1) subsequent
to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of
the effective date of the registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated
in the prospectus.
2. Not
applicable.
3. The
Registrant undertakes:
(a) To
file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to
reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(3) to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(b) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(d) That,
for the purpose of determining liability under the Securities Act to any purchaser, (1) if the Registrant is relying on Rule 430B: (A)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or (2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(e) That,
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities,
the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to the purchaser:
(1) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;
(2) free
writing prospectus relating to the offering prepared by our on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrants;
(3) the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. Not
applicable.
5. Not
applicable.
6. Not
applicable.
7. The
Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days
of receipt of an oral or written request, its prospectus or Statement of Additional Information.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, and the Investment Company Act of 1940, the Registrant, FEDERATED HERMES PROJECT AND TRADE FINANCE TENDER FUND, has duly
caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh
and Commonwealth of Pennsylvania, on the 9th day of May, 2025. |
| FEDERATED HERMES PROJECT AND TRADE FINANCE TENDER FUND |
|
BY: /s/ George F. Magera
George F. Magera, Assistant Secretary |
| Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons 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 |
May 9, 2025 |
|
J. Christopher Donahue*
|
President and Trustee (Principal Executive Officer) |
|
| Thomas R. Donahue* |
Trustee |
|
| Jeremy D. Boughton* |
Treasurer (Principal Financial Officer/Principal Accounting Officer) |
|
| John G. Carson* |
Trustee |
|
| G. Thomas Hough* |
Trustee |
|
| Karen L. Larrimer* |
Trustee |
|
| Max Miller* |
Trustee |
|
| Frank J. Nasta* |
Trustee |
|
| Thomas M. O’Neill* |
Trustee |
|
| Madelyn A. Reilly* |
Trustee |
|
| John S. Walsh* |
Trustee |
|
| *By Power of Attorney |
|
|
Exhibit List
(r) Conformed copy of the
Federated Hermes, Inc. Code of Ethics for Access Persons, effective November 13, 2024
(t) Conformed copy of Power
of Attorney of the Registrant dated January 1, 2025
ATTACHMENTS / EXHIBITS
exhibit25-r.htm
exhibit25-t.htm