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Form POS EX Federated Hermes Global

September 24, 2021 7:41 AM EDT

 

File No. 333-257019

 

 

As filed with the SEC on September 24, 2021

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-14

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       

Pre-Effective Amendment No. __     

Post-Effective Amendment No.  1    

(Check appropriate box or boxes)

 

 

FEDERATED HERMES GLOBAL ALLOCATION FUND

(Exact Name of Registrant as Specified in Charter)

 

1-800-341-7400

(Area Code and Telephone Number)

4000 Ericsson Drive

Warrendale, PA 15086-7561

(Address of Principal Executive Offices)

 

 

 

Peter J. Germain, Esquire

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)

 

 

 

 

Copies to:

 

Thomas Early, Esquire

Goodwin Procter LLP

601 S. Figueroa St.

41st Floor

Los Angeles, CA 90017

 

 

 

Approximate Date of Proposed Public Offering: As soon as

practicable after this Registration Statement becomes effective

under the Securities Act of 1933, as amended.

 

Title of Securities Being Registered:

Institutional Shares and Class A Shares,

without par value, of Federated Hermes Global Allocation Fund

 

Each a series of the Registrant

 

 

It is proposed that this filing will become effective

Immediately upon filing pursuant to Rule 485(b).

 

 

 

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

 

The purpose of this Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (333-257019) is to file Exhibit 12, Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization, as discussed in the Registrant’s Form N-14 filing on June 11, 2021.

 

This Post-Effective Amendment No. 1 consists of the following:

 

Cover Sheet

Contents of the Registration Statement

 

Part A --- The definitive Prospectus/Proxy Statement of the Registrant as filed on July 29, 2021 pursuant to Rule 497 is incorporated herein by reference.

 

Part B --- The definitive Statement of Additional Information of the Registrant as filed on July 29, 2021 pursuant to Rule 497 is incorporated herein by reference.

 

Part C --- Other Information

 

Signature Page

 

Exhibits

Exhibit 12 – Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization for Federated Hermes Global Allocation Fund.

 

 

 

 

 

 

Item 15.  Indemnification

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

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

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

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

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

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

 

 
 

Item 16. Exhibits

Exhibit Number DESCRIPTION

 

(1) Declaration of Trust  
1.1 Conformed copy of Amended and Restated Declaration of Trust of the Registrant dated May 16, 2008, including Amendment Nos. 1 through 8, as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  

 

(2) By-Laws  
2.1 Conformed Copy of By-Laws of the Registrant effective June 26, 2020 including Amendment No. 1, effective June 1, 2013 and Amendment No. 2, effective August 17, 2018, as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  

 

(3) Voting Trust Agreement
  Not applicable

 

(4) Agreement of Acquisition, Reorganization, Merger, Liquidation and any Amendments  
  Form of Agreements and Plans of Reorganization filed herein as Annex A to the Prospectus/Proxy Statement as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

(5) Instruments Defining Rights of Security Holders  
5.1 Copy of Specimen Certificate for Shares of Capital Stock of the Registrant for Class A Shares, as filed via EDGAR in Post-Effective Amendment No. 88 on July 1, 1996 on Form N-1A (File Nos. 2-10415 and 811-1)  
5.2 Copy of Specimen Certificate for Shares of Capital Stock of the Registrant for Class B Shares and Class C Shares, as filed via EDGAR in Post-Effective Amendment No. 91 on December 23, 1996 on Form N-1A (File Nos. 2-10415 and 811-1)  
  As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates.  

 

 
 

 

(6) Investment Advisory Contracts  
  Federated Global Investment Management Corp.  
6.1 Conformed copy of the Investment Advisory Contract of the Registrant dated June 1, 2008, as amended, including Limited Power of Attorney dated June 1, 2017, as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
  Federated Investment Management Company  
6.2 Conformed copy of the Investment Sub-Advisory Agreement of the Registrant dated June 1, 2008, as amended, including Limited Power of Attorney dated June 1, 2017, as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  

 

(7) Underwriting Contracts  
7.1 Conformed copy of the Distributor’s Contract of the Registrant dated June 1, 2008, including Exhibits A through F, as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
7.2 Conformed copy of the Distributor’s Contract for Class B Shares of the Registrant dated October 24, 1997, including Amendments dated June 1, 2001 and October 1, 2003 and Schedule A (revised June 29, 2020), as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  

 

(8) Bonus or Profit Sharing Contracts
  Not applicable

 

(9) Custodian Agreements  
9.1 Conformed copy of Amended and Restated Master Custodian Agreement dated March 1, 2017 by and between State Street Bank and Trust Company and the Registrant, including Appendix A, revised as of March 1, 2021 as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

 
 

 

(10) Rule 12b-1 Plan  
10.1 Conformed copy of the Distribution Plan between certain classes of the Registrant and Federated Securities Corp., dated May 16, 2008, including Exhibit A and B, as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
10.2 Conformed copy of the Distribution Plan for Class B Shares of the Registrant dated October 24, 1997 including Schedule A (revised June 29, 2020), as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  

 

(11) Legal Opinion  
  Conformed Copy of Opinion and Consent of Counsel Regarding the Legality of Shares being Issued as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

(12) Tax Opinion  
  Conformed copy of Opinion regarding Tax Consequences of the Reorganization +

 

(13) Other Material Contracts  
13.1 Services Agreement  
13.1a Conformed copy of Services Agreement between Federated Advisory Services Company and Federated Global Investment Management Corp. dated January 1, 2004, including Schedule 1 (revised December 1, 2020), as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
13.1b Conformed copy of the Second Amended and Restated Services Agreement, amended and restated as of December 1, 2001, between Federated Shareholder Services Company and the Registrant, including Schedule 1 (revised December 1, 2020), as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
13.1c Conformed copy of the Principal Shareholder Servicer’s Agreement for Class B Shares of the Registrant dated October 24, 1997, including Schedule A (revised June 26, 2020), as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
13.1d Conformed copy of the Shareholder Services Agreement for Class B Shares of the Registrant dated October 24, 1997, including Schedule A (revised September 1, 2020), as filed via EDGAR in Post-Effective Amendment No. 150 on January 28, 2021 on Form N-1A (File Nos. 2-10415 and 811-1)  
13.2 Transfer Agency Agreement  
  Conformed copy of the Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company dated January 31, 2017, including Exhibit A (revised March 2, 2021) and Schedules as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  
13.3 Administrative Services Agreement  
  Conformed copy of the Second Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative Services dated September 1, 2017, including Exhibit A (revised March 1, 2021) and Exhibit B as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  
13.4 Financial Administration and Accounting Agreement  
  Conformed copy of the Financial Administration and Accounting Services Agreement between the Federated Funds and State Street Bank and Trust Company dated March 1, 2011, as amended, including Exhibit A updated as of March 1, 2021 as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

(14) Other Opinions  
14.1 Conformed copy of Consent of KPMG LLP, Independent Registered Public Accounting Firm relating to Federated Hermes Global Allocation Fund as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  
14.2 Conformed copy of Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm relating to the Hancock Horizon Funds as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  
14.3 Conformed copy of Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm relating to the Hancock Horizon Funds as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

(15) Omitted Financial Statements
  Not Applicable

 

(16) Power of Attorney  
16.1 Conformed copy of Unanimous Consent of Trustees as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  
16.2 Conformed copy of Power of Attorney of the Registrant as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

(17) Form of Ballot as filed via EDGAR on June 11, 2021 on Form N-14 (File Nos. 811-1 and 333-257019).  

 

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

 

 
 

Item 17. Undertakings

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

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

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

 

 
 

 

SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 24th day of September 2021.

FEDERATED HERMES GLOBAL ALLOCATION FUND

 

BY: /s/ George F. Magera

George F. Magera, Assistant Secretary

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

 

NAME TITLE DATE
BY:  /s/ George F. Magera
George F. Magera,
Assistant Secretary
Attorney In Fact For the Persons Listed Below September 24, 2021
J. Christopher Donahue * President and Trustee
(Principal Executive Officer)
 
Lori A. Hensler* Treasurer (Principal Financial Officer/Principal Accounting Officer)  
John B. Fisher* Trustee  
John T. Collins* Trustee  
G. Thomas Hough* Trustee  
Maureen Lally-Green* Trustee  
Thomas O’Neill* Trustee  
Madelyn A. Reilly* Trustee  
P. Jerome Richey* Trustee  
John S. Walsh* Trustee  
*By Power of Attorney    

 

 

Exhibit 12

 

September 24, 2021

 

Federated Hermes Global Allocation Fund
4000 Ericsson Drive

Warrendale, PA 15086-7561

The Advisors’ Inner Circle Fund II

One Freedom Valley Drive

Oaks, Pennsylvania 19456

 

Re:Reorganization of a Series of a Massachusetts Business Trust and a Massachusetts Business Trust

Ladies and Gentlemen:

Federated Hermes Global Allocation Fund, a Massachusetts business trust (“Surviving Fund Trust” or “Surviving Fund”), and The Advisors’ Inner Circle Fund II, a Massachusetts business trust (“Reorganizing Fund Trust”), on behalf of its series, Hancock Horizon Dynamic Asset Allocation Fund (“Reorganizing Fund”),1 have requested our opinion as to certain federal income tax consequences of the acquisition of all or substantially all of the assets of the Reorganizing Fund by the Surviving Fund pursuant to an Agreement and Plan of Reorganization (“Agreement”) dated as of July 12, 2021 by and among the Surviving Fund, the Reorganizing Fund Trust, on behalf of the Reorganizing Fund, and, for purposes of paragraphs 1.3, 1.9, 3.3, 3.5, 4.3, 5.10, 7.4 and 10.2 and Articles VI, IX, XI, XII and XIII thereof only, Hancock Whitney Bank.2 The Agreement contemplates the Reorganizing Fund transferring all or substantially all of its assets to the Surviving Fund in exchange solely for shares in the Surviving Fund, followed by the Reorganizing Fund’s distribution of those shares pro rata to its Shareholders in liquidation thereof (all the foregoing transactions involving the Reorganizing Fund and the Surviving Fund being referred to herein individually as the “Reorganization”).

In rendering this opinion, we have examined (1) the Agreement and (2) the Proxy Statement/Prospectus dated July 12, 2021, regarding the Reorganization (“Proxy Statement”) (collectively, “Documents”). We have assumed, for those purposes, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties made in the Agreement and on the statements and representations of officers and other representatives of the Funds (each, a “Representation” and collectively the “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date will be, correct without that qualification. We have also assumed that as to all matters for which a person or entity has represented that the person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is and was no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.

OPINION

With respect to the Reorganization and the Funds participating therein and the Shareholders thereof, it is our opinion that, based solely on the facts and Representations set forth in the Documents and the assumptions described above, and conditioned on all the Representations being true and complete on the Closing Date and the Reorganization being consummated in accordance with the Agreement (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved), for federal income tax purposes:

(1)               As set forth in the Agreement, the transfer of all or substantially all of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares (followed by the distribution of Surviving Fund Shares to the Reorganizing Fund shareholders in dissolution, liquidation and termination of the Reorganizing Fund) will constitute a “reorganization” within the meaning of Section 368(a)3, and the Surviving Fund and the Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b).

(2)               No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Reorganizing Fund solely in exchange for Surviving Fund Shares.

(3)               No gain or loss will be recognized by the Reorganizing Fund upon the transfer of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares or upon the distribution (whether actual or constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in exchange for their Reorganizing Fund Shares.

(4)               No gain or loss will be recognized by Reorganizing Fund Shareholders upon the exchange of Reorganizing Fund Shares for Surviving Fund Shares (including fractional shares).

(5)               The aggregate tax basis of the Surviving Fund Shares received by each Reorganizing Fund Shareholder pursuant to the Reorganization (including any fractional shares) will be the same as the aggregate tax basis of the Reorganizing Fund Shares held by such Reorganizing Fund Shareholder immediately prior to the Reorganization. The holding period of Surviving Fund Shares received by each Reorganizing Fund Shareholder (including any fractional shares) will include the period during which the Reorganizing Fund Shares exchanged therefor were held by such shareholder, provided the Reorganizing Fund Shares are held as capital assets at the time of the Reorganization.

(6)               The tax basis of the Reorganizing Fund’s assets acquired by the Surviving Fund will be the same as the tax basis of such assets to the Reorganizing Fund immediately prior to the Reorganization. The holding period of the assets of the Reorganizing Fund in the hands of the Surviving Fund will include the period during which those assets were held by the Reorganizing Fund.

(7)               The Surviving Fund will succeed to and take into account, as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations), the items of the Reorganizing Fund described in Section 381(c), subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 and the Regulations thereunder.

Notwithstanding anything herein to the contrary, we express no opinion as to the effect of the Reorganization on the Funds participating therein or the Shareholders thereof with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof under a mark-to-market system of accounting).

Our opinion regarding the Reorganization is based on, and is conditioned on the continued applicability of, the provisions of the Code and Treasury Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (the “IRS”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the IRS or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the IRS, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.

Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies with respect to the Reorganization only to the extent each Fund is solvent, and we express no opinion about the tax treatment of the Reorganization if either Fund is insolvent. Finally, our opinion is solely for information and use of the addressees, the Funds and their Shareholders and may not be relied on for any purpose by any other person without our express written consent.

Very truly yours,

/s/ K&L Gates LLP


1 Each of Surviving Fund and Reorganizing Fund is sometimes referred to herein as a “Fund.”

2 Each capitalized term that is not defined herein has the meaning ascribed thereto in the Agreement.

3Section” references are to the Internal Revenue Code of 1986, as amended (the “Code”).



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