This brochure explains Federated Investment Counseling’s advisory business, and provides important information about us and, in certain cases, our affiliates and our related persons. As used within this section, “we” shall refer to Federated Investment Counseling, our affiliates and/or our related persons, as appropriate. We primarily do business under the name “Federated Investment Counseling.” We also have an operating division, Federated Hermes Henderson, and do business under the names “Federated Hermes Henderson, a division of Federated Investment Counseling” and “Federated Hermes Henderson.” Federated Hermes Henderson is not a separate company from Federated Investment Counseling. This division was formed through the acquisition of Henderson & Associates, , which was completed in 2022. For purposes of this brochure, we refer to ourselves as “Federated Investment Counseling,” unless referring specifically to the Federated Hermes Inc.
Henderson division. To the extent that the policies, procedures or practices of the Federated Hermes Henderson division materially differ from Federated Investment Counseling’s policies, procedures or practices, such differences are highlighted in the appropriate sections of this brochure. CW CW CW CWCW CWCW Thank you for considering Federated Investment Counseling as your investment adviser. We encourage you to read this brochure completely and carefully. You may contact us at the phone number provided on the cover page of this brochure if you have any questions or to request another copy of this brochure. You also may obtain this brochure from our website (FederatedHermes.com) free of charge. Additional information about us, our investment adviser representatives, and our affiliates that are domestic registered investment advisers (together with us, each, as applicable, an Advisory Company and, collectively, as applicable, the Advisory Companies) also is available via the ’s website at SEC www.adviserinfo.sec.gov. If you have specific questions concerning the Federated Hermes Henderson division, you may contact the division directly by calling 312-222-1401. The Federated Hermes Henderson division is located at 20 W. Kinzie Street, Suite 1100, Chicago 60654. IL CW CW A. How We are Organized We organized as a Delaware statutory trust on April 11, 1989. We first registered with the as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act), on June 12, 1989. SEC B. Our Ownership Structure We are an indirect, wholly-owned subsidiary of Federated Hermes, (Federated Hermes). Federated Hermes is organized as a Pennsylvania corporation and is a publicly owned company (Ticker Symbol: Inc.
). Federated Hermes owns 100% of the outstanding voting securities of Holdings, , a Delaware corporation. Holdings owns 100% of the outstanding voting securities of Federated Investment Counseling. FIIInc.FII FHI Federated Hermes, a public company, has shares of both Class A Common Stock and Class B Common Stock. The Class B Common Stock is listed on the New York Stock Exchange (). Except under certain limited circumstances, the entire voting power of Federated Hermes is vested in the holder of the outstanding shares of the Class A Common Stock. All of the outstanding shares of Class A Common Stock are held by a Voting Shares Irrevocable Trust, dated May 31, 1989 (the Voting Trust), the three trustees of which are Federated Hermes’s President and Chief Executive Officer and Chairman of its Board of Directors, Mr. J. Christopher Donahue, his brother, Thomas R. Donahue, Federated Hermes’s Vice President, Treasurer and Chief Financial Officer and a director, and Ann C. Donahue, the wife of Mr. J. Christopher Donahue, for the benefit of the members of the Donahue family. NYSE Federated Hermes owns a number of domestic and foreign advisory subsidiaries that are under common control with, and affiliates of, Federated Investment Counseling. Federated Hermes Limited (), a wholly-owned subsidiary of Federated Hermes based in the United Kingdom, wholly-owns registered investment adviser subsidiaries, including Hermes Investment Management Limited (such investment adviser subsidiaries, the Advisory Companies), as well as, among others, Hermes Equity Ownership Services (), an entity that provides stewardship services, including EOS engagement on environmental, social, corporate governance, strategic and financial matters, and research services. is discussed further in Item 10. Although the Advisory Companies are under common control with, and affiliates of, Federated Investment Counseling and the other Advisory Companies (together with us, each, as applicable, a Federated Advisory Company and, collectively, as applicable, the Federated Advisory Companies), the disclosure and discussion of the policies and practices of the Federated Advisory Companies herein does not include the Advisory Companies, except where specifically noted, as the Advisory Companies generally operate their investment management and trading functions independently, and will have no material effect on the advisory activities of the Federated Advisory Companies. However, Federated Investment Counseling or other Federated Advisory Companies will provide coordination and oversight of the investment management activities of the Advisory Companies when the Advisory Companies act in a subadvisory capacity for clients of the Federated Advisory Companies, and will share certain internally-generated research with the Advisory Companies and , subject to the information barriers described below. As discussed under “Conflicts of Interest Relating to Information Sharing Among Affiliates” in Item 6, information barriers have been implemented among the Advisory Companies and to prevent the exchange of material non-public information among the Federated Advisory Companies, , and the Advisory Companies, and which requires that all investment-related activities, including trading activity and the allocation and aggregation of trades, of the Federated Advisory Companies are operated independent of, and are not integrated with, the investment related activities of the Advisory Companies. (Please refer to “Other Financial Industry Activities and Affiliations” in Item 10 of this brochure for further information.) FHL FHLEOS EOS EOSFHL FHL FHL FHL FHL FHL EOS The Federated Advisory Companies collectively provide advisory services to a variety of separately managed accounts or wrap fee accounts (Managed Accounts), institutional, or high net worth individual, separate accounts (Separate Accounts), registered investment companies, including exchange-traded funds (s) and mutual funds (collectively, Investment Companies), investment companies that are registered under the Investment Company Act (as defined below) that offer shares that are not registered under the 1933 Act (as defined below) (Private Investment Companies), other pooled investment vehicles (Pooled Investment Vehicles), and proprietary accounts and funds (Proprietary Accounts). Federated Hermes also owns other companies, both in the United States and in certain other countries, such as broker/dealers, investment advisers, management companies, commodity pool operators, and trust companies. ETF C. Our Advisory Services Federated Investment Counseling currently provides Investment Supervisory Services (as defined below), Model Portfolio Management Services (as defined below), and other discretionary and non-discretionary investment advisory services as discussed in this brochure. 1. Investment Supervisory Services Federated Investment Counseling provides continuous and regular investment supervisory or management services (Investment Supervisory Services) pursuant to which we have discretionary authority over a client’s assets and provide ongoing supervisory or management services with respect to the client’s assets. Such discretionary authority generally does not require prior client consultation. We may also provide Investment Supervisory Services when we do not have discretionary authority over a client’s assets, but we have ongoing responsibility to select and make recommendations to a client as to specific securities or other investments that may be purchased or sold for a client’s account. Under these arrangements, if our recommendations are accepted by the client, we are responsible for arranging or effecting the purchase or sale of such securities or other investments. We strive to tailor our Investment Supervisory Services to the individual needs of our clients. We generally discuss investment strategy and permissible investment with clients during the account set-up process. We generally permit clients to impose reasonable restrictions on investment in certain securities or types of securities. A restriction is reasonable if, in our judgment, the restriction does not impose any material or significant impairment on our ability to manage a client’s assets in accordance with the investment strategy and guidelines established for that client’s account. We review a client’s investment guidelines and discuss them with the client. Following approval, relevant rules and restrictions are inputted into our trade management system. We also intend to perform our Investment Supervisory Services in accordance with Rule 3a-4 under the Investment Company Act of 1940 (Investment Company Act) to SEC the extent required under applicable law or the terms of a client’s investment management agreement(s). (Please refer to “Methods of Analysis, Investment Strategies and Risk of Loss” in Item 8 and “Investment Discretion” in Item 16 of this brochure for further information on our methods of analysis, investment strategies, and related risks.) Investment Supervisory Services provided to Managed Accounts and our Model Portfolio Management Services are not intended for use with respect to any collective fund, Investment Company, Private Investment Company, other Pooled Investment Vehicle or unitized accounts/vehicles without written consent of Federated Investment Counseling. In the case of Managed Accounts and other discretionary investment accounts that we manage, we may invest client assets in certain affiliated Investment Companies advised by Federated Investment Counseling or other Federated Advisory Companies. These affiliated Investment Companies may bear expenses as disclosed in their prospectuses. For example, while these affiliated Investment Companies may not pay certain of the investment management fees or other fees to Federated Investment Counseling or other Federated Advisory Companies or their affiliates, they typically pay (directly or indirectly by investing in other investment companies) third-party expenses (including custodian fees, transfer agency fees, legal expenses and other third-party expenses). In certain cases, however, an affiliated Investment Company may invest in another affiliated Investment Company, Private Investment Company or Pooled Investment Vehicle that pays, or that invests in yet another affiliated Investment Company, Private Investment Company or Pooled Investment Vehicle that pays, management fees or other fees to Federated Investment Counseling or other Federated Advisory Companies or their affiliates, in which case clients may bear those fees indirectly, including as part of the investment return of the affiliated Investment Company, Private Investment Company or Pooled Investment Vehicle. Please refer to “Conflicts of Interest Relating to Affiliated Investment Vehicles” and “Conflicts of Interest Relating to Uninvested Cash Positions” in Item 6 of this brochure for further information regarding actual or potential conflicts of interest that may arise in connection with investments in affiliated investment vehicles. Clients also bear expenses charged directly to the Managed Accounts. We may invest client assets in a portfolio of individual securities or investments, or in a combination of individual securities or investments and affiliated Investment Companies. We determine how to invest the client assets based upon several factors, including the type of client account, the investment strategy, and applicable client investment objectives, guidelines and policies, restrictions or instructions, or other relevant factors. In these cases, the affiliated Investment Companies are reasonably believed to be designed to purchase securities required for the fixed income, equity or other investment strategies that cannot be efficiently held individually in client accounts, but can be efficiently held in a pooled vehicle, such as a mutual fund. Affiliated Investment Companies may only be held in Managed Accounts of clients that meet certain conditions to be considered “eligible investors.” Unless an affiliated Investment Company determines to accept a purchase order for an investment, an “eligible investor” in the affiliated Investment Company does not include: (i) a non-resident alien within the meaning of the Internal Revenue Code (I.R.C.) § 7701(b)(1)(B) who is a natural person; (ii) a covered expatriate (i.e., a U.S. citizen temporarily residing abroad) within the meaning of I.R.C. § 877A(g)(1)(A); (iii) a foreign institutional investor; or (iv) a fund or investor in the European Union. If a Managed Account client ceases to be an “eligible investor,” the affiliated Investment Companies are authorized to redeem shares held by or on behalf of such a client. Dividends paid by affiliated Investment Companies to Managed Accounts are paid in cash; Managed Account clients may not reinvest dividends into affiliated Investment Companies. (Please refer to “Performance-Based Fees and Side by Side Management,” in Item 6, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” in Item 11 and “Brokerage Practices” in Item 12 of this brochure for further information regarding investments in affiliated Investment Companies.) In connection with the Investment Supervisory Services that Federated Investment Counseling provides, we generally are responsible for providing investment research and investment evaluation services. We may also provide certain reports to our clients. Additional information, including performance reports prepared in compliance with Global Investment Performance Standards (®), is available at GIPSFederatedHermes.com. When acting in our capacity as investment adviser to certain Proprietary Accounts, Federated Investment Counseling provides investment research and supervises the investments of our clients and conducts a continuous program of investment evaluation. We also provide advice regarding appropriate sales or other dispositions and reinvestment of such clients’ portfolios. In all cases, our advice is subject to the investment objective, policies and limitations of our clients. From time to time, we may also agree to facilitate the transition of a client’s portfolio in connection with the inception or termination of an advisory relationship. We only provide these services when requested by clients and the services are not available in all circumstances. 2. Model Portfolio Management Services Federated Investment Counseling also furnishes investment advice and recommendations through the provision of model portfolios for certain of our investment strategies and provides periodic updates to the model portfolios (Model Portfolio Management Services). We typically provide these services to investment advisory firms, other managers, financial advisers, or other intermediaries (Overlay Managers), either directly or through turn-key asset management providers that operate platforms or programs (Platform Providers) in which Overlay Managers participate. These Overlay Managers utilize our model portfolios and periodic updates, either alone or together with other model portfolios provided by the Overlay Managers or other investment advisers, to manage the assets of the Overlay Manager’s clients. We generally do not have investment discretion

or trading responsibilities in such arrangements, nor do we have an advisory relationship with the Overlay Manager’s clients, and do not manage model portfolios on the basis of the financial situation or investment objectives of individual clients that participate in these programs. Investment Supervisory Services provided to Managed Accounts and our Model Portfolio Management Services are not intended for use with respect to any collective fund, Investment Company, Private Investment Company, other Pooled Investment Vehicle or unitized accounts/vehicles without written consent of Federated Investment Counseling. 3. Other Advisory Services Federated Investment Counseling provides Investment Supervisory Services to banks, trust companies and other investment advisers (collectively, Other Advisers) and to Private Investment Companies, Pooled Investment Vehicles and Proprietary Accounts. These services (Other Advisory Services) may include:
• Acting as an adviser or a sub-adviser for trust funds, Managed Accounts, Separate Accounts, Private Investment Companies, and Pooled Investment Vehicles, such as collective investment funds, private funds, common trust funds, and other investment accounts or products managed by Other Advisers; and
• Assisting Other Advisers in reviewing and managing investment accounts or products. The process by which we implement decisions may vary based on type or size of account, restrictions of intermediary firms, applicable investment objectives, guidelines and policies, and, if applicable, client-imposed investment restrictions. Depending upon our arrangement with our clients, we may make asset allocation decisions along with security selection decisions, and may provide asset allocation recommendations and periodic updates to clients. D. The Types of Accounts/Products We Manage Federated Investment Counseling provides Investment Supervisory Services, Model Portfolio Management Services and Other Advisory Services in connection with Managed Accounts, Separate Accounts, Private Investment Companies, Pooled Investment Vehicles, and Proprietary Accounts. The following further describes each of these types of client accounts or investment products. 1. Separate Accounts Federated Investment Counseling provides Investment Supervisory Services to high net worth and institutional investors. We provide these services pursuant to an investment management agreement with the client that describes or attaches the client’s investment policy statement and/or our investment strategy or mandate pursuant to which we will manage the client’s account, and the rights and responsibilities of the client in connection with the termination of the agreement. Custody of the client’s assets is maintained by a qualified custodian selected by the client. For certain Separate Account strategies, we may retain a sub-adviser to assist us with the management of the Separate Account. Federated Investment Counseling may have an ownership interest in or be affiliated with such sub-advisers. 2. Managed Accounts Federated Investment Counseling participates as an investment manager or portfolio manager in certain separately managed account or wrap fee programs (Managed Accounts or Managed Account Programs) and provides Investment Supervisory Services to individuals, high net worth individuals, pension plans, charitable organizations and certain small institutional investors. Managed Account Programs generally are investment programs under which a client is charged a single specified fee for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers), execution of client transactions by the program’s sponsor, and custodial services. However, as described in “Managed Account Programs” in Item 12 of this brochure, with respect to certain Managed Account Programs, the single Managed Account fee does not cover the cost of execution of client transactions. We receive a portion of the fees paid by the Managed Account client for our services. In Managed Account Programs, clients (with or without the assistance of the sponsors (Sponsors) of the Managed Account Program) select or appoint Federated Investment Counseling to manage designated client assets in accordance with one or more of our investment strategies. The Sponsors of the Managed Account Programs typically are broker/dealers, financial institutions or other investment advisory firms which sponsor, operate and administer the Managed Account Programs. When providing Investment Supervisory Services to Managed Accounts, we typically act as a sub-adviser to the Sponsors of the Managed Account Programs. The Sponsors typically enter into investment management agreements with clients; we typically do not have direct investment management agreements with clients that participate in Managed Account Programs. Managed Account Programs may also be structured as dual contract or unbundled relationships, in which Sponsors (typically broker/dealers) will enter into brokerage agreements with clients and Federated Investment Counseling, will enter into separate investment management agreements directly with the same clients. In all cases, the Sponsors typically provide portfolio manager selection, performance monitoring and evaluation, custody, brokerage and other administrative services (or a combination of these services) to clients. We exclusively provide advisory services to Managed Account Program clients. In certain cases, Sponsors operate their Managed Account Programs on platforms, or use systems developed and supported by Platform Providers (i.e., technology companies or certain other companies or turn-key asset management providers). In these cases, we may have an agreement with the Platform Provider, and the Platform Provider has agreements with the Sponsors that utilize the Platform Provider’s platform or systems. There are certain differences between how we manage Managed Accounts and how we manage other client accounts. For example, when participating in Managed Account Programs, the Sponsor is typically responsible for determining the suitability of the Managed Account Program, including Federated Investment Counseling and our investment strategy, for the client. We typically are only responsible for managing client assets in accordance with the designated investment strategy. In certain Managed Account Programs, Sponsors and Platform Providers may limit the information that is available to us about the client, the client’s other investments or risk tolerance, and other information that would be relevant to determining whether the investment strategy or certain specific investments would be suitable for the client. Likewise, we may be restricted by Sponsors and Platform Providers from communicating directly with clients; all communications, including communications with respect to the clients’ investment objectives, financial condition and reasonable investment restrictions, typically must be directed through the Sponsor or Platform Provider. Federated Investment Counseling also provides Model Portfolio Management Services to Overlay Managers, Sponsors or Platform Providers that participate as managers in, sponsor or operate Managed Account Programs. 3. Other Pooled Investment Vehicles Federated Investment Counseling may provide Investment Supervisory Services to a variety of Pooled Investment Vehicles, including:
• Investment vehicles or funds that are domiciled outside of the United States;
• Collective funds, common funds, common and collective trust funds, or group trusts (collectively, collective or common funds);
• Privately offered investment funds that are available only to certain sophisticated investors (private funds); and
• Local government investment pools. These Pooled Investment Vehicles typically are exempt from registration under the Investment Company Act, and the interests in such Pooled Investment Vehicles typically are exempt from registration under the Securities Act of 1933, as amended (1933 Act) (although in some cases such interests may be registered under the 1933 Act or similar foreign regulation). The investment management or other agreements governing our provision of advisory services to Pooled Investment Vehicles typically vary between clients, including with respect to termination provisions. In certain circumstances, Federated Investment Counseling is authorized to select qualified custodians on behalf of Pooled Investment Vehicles. Clients should refer to their investment management or other agreement with us for a complete understanding of their termination and other rights. 4. Proprietary Accounts Federated Investment Counseling may from time to time provide Investment Supervisory Services to Proprietary Accounts. At any given time, we may manage Proprietary Accounts that are Managed Accounts, Separate Accounts, Private Investment Companies or Pooled Investment Vehicles. The clients, account holders, shareholders or investors in these Proprietary Accounts may include: Federated Investment Counseling, another Federated Advisory Company or affiliate, or employees of these entities. Proprietary Accounts typically are established when we or another Federated Advisory Company are establishing an investment strategy or creating or seeding an Investment Company, Private Investment Company or other Pooled Investment Vehicle, although investment vehicles with unaffiliated investors may also be treated as Proprietary Accounts if we and/or the other Federated Advisory Companies also have a significant ownership interest in the investment vehicle. E. Our Use of “Shared Personnel” and Third-Party Service Providers Federated Investment Counseling shares certain directors/trustees and officers with the other Advisory Companies. We also share certain employees and supervised persons with certain other Federated Advisory Companies. To the extent an employee, officer or supervised person is shared among Advisory Companies, the employee, officer or supervised person will be subject to such Advisory Companies’ policies and procedures, to the extent applicable. In connection with providing Investment Supervisory Services to our clients, certain service providers, such as providers of proxy voting services (collectively, Service Providers), have been engaged to perform services on our behalf. These Service Providers may or may not be affiliated with us. For example, we receive certain shared services from other Federated Advisory Companies, Federated Advisory Services Company and Federated Hermes () , such as performance attribution and corporate action administration. The Federated Advisory Companies also provide certain services to the Advisory Companies, which may include trade execution, account administration, calculation of account performance, trading and transaction settlement, legal services, and sponsor servicing and operations oversight. We also may engage another Federated Advisory Company or an unaffiliated adviser as a sub-adviser in connection with certain investment strategies. In cases where Service Providers have been engaged, we may disclose confidential information, including non- public personal information about clients, to these Service Providers for the purpose of processing transactions for and servicing clients’ accounts. We will typically only make such disclosure when the Service Provider is subject to contractual or other obligations not to misuse or publicly disclose this information. FHL LLPUK F. Our Assets Under Management As of December 31, 2023, Federated Investment Counseling had $206,065,737,434 in total assets under management. As of such date, our assets under management consisted of $185,452,168,971 of assets that we managed on a discretionary basis. These include assets for which we provided Investment Services and exercised discretionary authority or non- discretionary authority with trading responsibility and accounts over which Federated Investment Counseling shares investment discretion with another affiliated or unaffiliated adviser. As of such date, our assets under management also consisted of $20,613,568,462 of assets that we managed on a non-discretionary basis. These include our Model Portfolio Management Services and other accounts for which we provided non-discretionary services and did not have trading responsibility. G. Standard of Care Investment advisers are permitted to include performance standard provisions in their investment management agreements under certain conditions. These provisions are sometimes referred to as “hedge clauses.” Unless Federated Investment Counseling specifically agrees in writing (in an investment management agreement or otherwise) to comply with different performance standards, we provide our Investment Supervisory Services, Model Portfolio Management Services and Other Advisory Services as discussed in this brochure in accordance with the following performance standards. Our responsibility and liability relating to the provision of advisory services also is subject to the following performance standards:*
• Federated Investment Counseling renders advisory services and/or manages client accounts in accordance with our duties and obligations under the Advisers Act, and the rules and regulations of the promulgated under the Advisers Act from time to time, and other applicable law (including, if applicable, ); ERISA SEC
• Investment decisions are subject to various market, currency, economic, political and business risks. Investment decisions will not always be profitable and may subject client accounts to overall investment loss. Federated Investment Counseling does not guarantee future performance, any specific level of performance or the success of any particular investment decision or strategy;
• Federated Investment Counseling does not guarantee that any particular person will provide the investment advisory services to be provided by us;
• Federated Investment Counseling shall not be liable for (a) any act or omission of any person or entity other than Federated Investment Counseling and our affiliated companies, or (b) any act or omission taken or made by Federated Investment Counseling at the direction of any client, or Sponsor of a Managed Account Program or Platform Provider or Overlay Manager or based on inaccurate, incomplete or obsolete information provided to Federated Investment Counseling by any person or entity other than our affiliated companies; and
• Absent gross negligence, willful misconduct, bad faith or reckless disregard of our obligations on the part of Federated Investment Counseling, Federated Investment Counseling shall not be liable for any investment decision or other act or omission taken or made by us or our affiliated companies. *Applicable provisions of state, federal, and, as applicable, foreign securities laws (and certain other non-waivable provisions of state, federal, and, as applicable, foreign, law, including, if applicable, ), may impose liability under certain circumstances on persons or entities that act in good faith. Therefore, these performance standards are not intended to and shall not constitute a waiver or limitation of any liability that Federated Investment Counseling may have, or rights that any client, Sponsor, Platform Provider or Overlay Manager may have, under any such laws. ERISA As indicated above, it is important to understand that these performance standards (or any different performance standards agreed to by Federated Investment Counseling in writing (in an investment management agreement or otherwise)) do not constitute a waiver of any provision of, or claim or cause of action under, state, federal, and, as applicable, foreign securities or other laws that by its terms, or by judicial or regulatory decisions or authority, cannot be waived. If you have any questions regarding your rights, you should consult with legal counsel or contact us. (Please refer to the cover page of this brochure for our contact information.)