This brochure explains Federated ’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
LLC, our affiliates and/or our related persons, as appropriate.
Thank you for considering Federated 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
(
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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.
A. How We are Organized
. We organized as a Delaware limited liability company on February 13, 1997. Our original name was Newco LLCHBSS
We first registered with the as an investment adviser under the Investment Advisers Act of 1940, as amended (the
Advisers Act), on November 13, 1997.
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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: ). Federated Hermes
owns 100% of the outstanding voting securities of Holdings, ., a Delaware corporation. Holdings owns 100%
of the outstanding voting securities of Federated LLC Trust, a Massachusetts business trust. Federated
LLC Trust owns 100% of the outstanding voting securities of Acquisition Company, a Delaware corporation.
Federated Trust owns a majority (approximately 63%), and Acquisition Company holds a minority
(approximately 37%), of the outstanding membership interests in Federated . LLCMDTA
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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.
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Federated Hermes owns a number of domestic and foreign advisory subsidiaries that are under common control with,
and affiliates of, Federated . 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
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 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 theAdvisory 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 LLC 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 EOS
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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.)
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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.
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C. Our Advisory Services
Federated 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.
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We are a quantitative investment management firm, and our investment strategies utilize our proprietary quantitative
investment process. Our process strives to provide a disciplined, quantitative approach to investing in U.S. equity
securities by seeking to exploit multiple market inefficiencies to outperform the appropriate benchmark with moderate
relative risk. The process consists of three main elements: portfolio selection, trading, and model construction. Portfolio
selection is a bottom-up process that integrates stock selection, trading cost control, and risk control to trade portfolios
daily. A model analyzes stock selection variables to assess profit trends, company valuation, and earnings risk from
fundamental and behavioral perspectives. The quantitative model constructs the portfolio by considering fundamental
and technical measures, analyzing expected trading costs and employing risk controls to promote diversification.
Fundamental and technical measures include relative value, profit trends, capital structure and price history. The process
also takes into account trading costs in an effort to ensure that trades are generated only to the extent they are expected
to be profitable on an after-trading-cost basis. Additionally, risk is controlled through diversification constraints which
limit exposure to individual companies as well as groups of correlated companies. These assessments combine with
estimates of potential trading costs and, where applicable, tax costs in an attempt to determine the optimal portfolio
subject to diversification constraints. Consistent with the process described above, investment personnel at Federated
review the proposed trades produced by the quantitative model in an effort to ensure that they are based
on accurate and current information. If a proposed trade is deemed to be based on inaccurate or stale information, the
trade decision is deferred until the model incorporates timely and accurate information. Models are constructed using
advanced, computer-intensive algorithms and proprietary software. The software aims to uncover non-linear
relationships inherent in financial data and to test all model parameters simultaneously in a dynamic real world multi-
period portfolio selection context. Updated models are released periodically. (Please refer to “Methods of Analysis,
Investment Strategies and Risk of Loss” in Item 8 of this brochure for further information on our investment strategies
and significant risks.)
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1. Investment Supervisory Services
Federated 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
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.)
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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 . LLCMDTA
In connection with the Investment Supervisory Services that Federated 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 a
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FederatedHermes.com.
When acting in our capacity as investment adviser to Investment Companies and certain Proprietary Accounts,
Federated 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.
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2. Model Portfolio Management Services
Federated 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.
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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 . LLCMDTA
3. Other Advisory Services
Federated provides Investment Supervisory Services to banks, trust companies and other investment
advisers (collectively, Other Advisers) and to 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, Investment
Companies, and Pooled Investment Vehicles, such as collective investment 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.
D. The Types of Accounts/Products We Manage
Federated provides Investment Supervisory Services, Model Portfolio Management Services and Other
Advisory Services in connection with Managed Accounts, Separate Accounts, 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 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.
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2. Managed Accounts
Federated 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.
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In Managed Account Programs, clients (with or without the assistance of the sponsors (Sponsors) of the Managed
Account Program) select or appoint Federated 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.
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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
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.
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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 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 also provides Model Portfolio Management Services to Overlay Managers, Sponsors or Platform
Providers that participate as managers in, sponsor or operate Managed Account Programs.
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3. Investment Companies
Federated provides Investment Supervisory Services to Investment Companies. Investment Companies are
pooled investment vehicles that are registered as investment companies under the Investment Company Act. Investment
Companies issue shares that are registered, and publicly offered under, the Securities Act of 1933 (1933 Act). We may act
as either an investment adviser or sub-adviser to our Investment Company clients.
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4. Other Pooled Investment Vehicles
Federated may provide Investment Supervisory Services to a variety of other Pooled Investment Vehicles,
including:
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• Investment vehicles or funds that are domiciled outside of the United States;
• Collective funds, collective trust funds or group trusts (collectively, collective or common funds);
• Hedge funds; and
• Privately offered investment funds that are available only to certain sophisticated investors (private funds).
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 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. Clients should refer to their
investment management or other agreement with us for a complete understanding of their termination and other rights.
5. Proprietary Accounts
Federated 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 , another Federated Advisory Company or affiliate, or employees of these
entities.
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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 shares certain managers/directors/trustees and officers with the other Advisory Companies. We
also share certain 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 another Federated Advisory
Company, Federated Advisory Services Company, such as performance attribution and corporate action administration.
We also may engage another Federated Advisory Company or an unaffiliated adviser as a sub-adviser in connection with
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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.
F. Our Assets Under Management
As of December 31, 2023, Federated had $8,277,820,480 in total assets under management. As of such
date, our assets under management consisted of $6,672,121,507 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 LLC shares investment
discretion with another affiliated or unaffiliated adviser. As of such date, our assets under management also consisted of
$1,605,698,972 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.
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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
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:
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*
• Federated LLC 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
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• 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 does not guarantee future performance, any specific level of performance or the
success of any particular investment decision or strategy;
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• Federated LLC does not guarantee that any particular person will provide the investment advisory
services to be provided by us;
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• Federated shall not be liable for (a) any act or omission of any person or entity other than
Federated LLC and our affiliated companies, or (b) any act or omission taken or made by Federated
LLC 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
LLC by any person or entity other than our affiliated companies; and
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• Absent gross negligence, willful misconduct, bad faith or reckless disregard of our obligations on the part of
Federated LLC, Federated shall not be liable for any investment decision or other act or
omission taken or made by us or our affiliated companies.
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* 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 may have, or rights that any client, Sponsor, Platform Provider or Overlay Manager may
have, under any such laws.
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ERISA
As indicated above, it is important to understand that these performance standards (or any different performance
standards agreed to by Federated LLC 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.)