Item 1. Business
ITEM 1 – BUSINESS
General
Federated Hermes, Inc., a Pennsylvania corporation, together with its consolidated subsidiaries (collectively, Federated Hermes) is a global leader in active investing with $829.6 billion in assets under management (AUM or managed assets) at December 31, 2024. Federated Hermes has been in the investment management business since 1955 and is one of the largest investment managers in the United States (U.S.). Federated Hermes also provides stewardship services to customers seeking a range of solutions for engagement, as well as real estate development services. In seeking to enhance long-term risk-adjusted investment performance, and create long-term financial value/wealth, for its customers and clients (collectively, including intermediaries, customers) consistent with its fiduciary duties and customer objectives, Federated Hermes has taken steps to integrate the proprietary insights from fundamental investment analysis, including governance, environmental and social factors and engagement interactions, into many of the products and strategies it manages.
Federated Hermes operates in one operating segment, the investment management business. Federated Hermes sponsors, markets and provides investment-related services and strategies (collectively, as applicable, strategies) to various investment products, including sponsored investment companies and other funds (Federated Hermes Funds) and Separate Accounts (which include separately managed accounts (SMAs), institutional accounts, sub-advised funds and other managed products) in both domestic and international markets (such products, strategies and other services being, collectively and as applicable, offerings). In addition, Federated Hermes markets and provides stewardship and real estate development services to various domestic and international customers. Federated Hermes’ principal source of revenue is investment advisory fees earned by various domestic and foreign subsidiaries pursuant to investment advisory contracts and based primarily upon the AUM of its investment offerings. Domestic advisory subsidiaries are registered as investment advisors under the Investment Advisers Act of 1940 (Advisers Act), while foreign advisory subsidiaries are registered in the U.S. and/or with foreign regulators.
Federated Hermes provides investment advisory services to 176 Federated Hermes Funds as of December 31, 2024. Federated Hermes markets these funds to institutions, banks, broker/dealers, financial intermediaries and other customers who use them to meet the needs of their customers, including, among others, retail investors, corporations and retirement plans. The Federated Hermes Funds are domiciled in the U.S., as well as Ireland, the United Kingdom (UK), Luxembourg, Guernsey, Jersey and the Cayman Islands. Most of Federated Hermes’ U.S.-domiciled funds are registered under the Investment Company Act of 1940 (1940 Act) and under other applicable federal laws. Each U.S.-domiciled registered fund enters into an advisory agreement that is subject to annual approval by the fund’s board of directors or trustees, a majority of whom are not interested persons, as defined under the 1940 Act, of either the funds or Federated Hermes. In general, material amendments to such advisory agreements must be approved by a fund’s shareholders. These advisory agreements are generally terminable upon 60 days’ notice to the investment advisor. See Item 1A – Risk Factors – Specific Risk Factors – Potential Adverse Effects of Termination or Failure to Renew Advisory Agreements for additional information on Federated Hermes’ advisory agreements.
Of the 176 Federated Hermes Funds, Federated Hermes’ investment advisory subsidiaries managed as of December 31, 2024, 22 money market funds with $461.7 billion in AUM, 45 equity funds with $43.8 billion in AUM, 54 fixed-income funds with $45.6 billion in AUM, 50 alternative/private markets funds with $11.5 billion in AUM and five multi-asset funds with $2.8 billion in AUM.
As of December 31, 2024, Federated Hermes provided investment strategies to $264.3 billion in Separate Account assets. These Separate Accounts represent assets of government entities, high-net-worth individuals, pension and other employee benefit plans, corporations, trusts, foundations, endowments, sub-advised funds and other accounts or offerings owned or s ponsored by third parties. Fees for Separate Accounts are typically based on AUM pursuant to investment advisory agreements that are generally terminable upon notice to the investment advisor (or, in certain cases, after a 30-day, 60-day or similar notice period).
Certain Federated Hermes Funds have adopted distribution plans that, subject to applicable law, provide for payment to Federated Hermes for distribution services. These distribution plans are implemented through distribution agreements between Federated Hermes and the Federated Hermes Funds. Although the specific terms of each such agreement vary, the basic terms of the agreements are similar. Pursuant to these agreements, a Federated Hermes subsidiary acts as underwriter for these funds and distributes shares of the funds primarily through unaffiliated broker/dealers. Each distribution plan and agreement is initially approved by the directors or trustees of the respective fund and is reviewed for approval by such directors or trustees annually as required under applicable law.
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Federated Hermes also provides a broad range of services to support the operation and administration of the Federated Hermes Funds. These services, for which Federated Hermes receives fees pursuant to agreements with the Federated Hermes Funds, include administrative services and shareholder servicing.
Assets Under Management
Total managed assets represents the total of AUM, which is composed of Federated Hermes Funds and Separate Accounts and represent the balance of AUM at a point in time. Total managed assets for the past two years were as follows:
As of December 31, 2024
vs. 2023
dollars in millions 2024 2023
Equity $ 79,423 $ 79,291 0 %
Fixed-Income 98,059 94,920 3
Alternative / Private Markets 18,864 20,551 (8)
Multi-Asset 2,883 2,867 1
Total Long-Term Assets 199,229 197,629 1
Money Market 630,349 559,993 13
Total Managed Assets $ 829,578 $ 757,622 9 %
Average managed assets represent the average balance of AUM during a period of time. Because substantially all revenue and certain components of distribution expense are generally calculated daily based on AUM, changes in average managed assets are typically a key indicator of changes in revenue earned and asset-based expenses incurred during the same period. Average managed assets for the past three years were as follows:
Year Ended December 31, 2024
vs. 2023 2023
vs. 2022
dollars in millions 2024 2023 2022
Equity $ 79,893 $ 81,348 $ 84,793 (2) % (4) %
Fixed-Income 96,773 89,079 89,776 9 (1)
Alternative / Private Markets 20,250 21,096 21,799 (4) (3)
Multi-Asset 2,902 2,887 3,273 1 (12)
Total Long-Term Assets 199,818 194,410 199,641 3 (3)
Money Market 588,653 511,568 432,992 15 18
Total Average Managed Assets $ 788,471 $ 705,978 $ 632,633 12 % 12 %
Changes in Federated Hermes’ average asset mix year-over-year across both asset classes and offering types have a direct impact on Federated Hermes’ operating income. Asset mix impacts Federated Hermes’ total revenue due to the difference in the fee rates earned on each asset class and offering type per invested dollar. Generally, advisory fees charged for services provided to multi-asset and equity offerings are higher than advisory fees charged to alternative/private markets and fixed-income offerings, which in turn are higher than advisory fees charged to money market offerings. Likewise, Federated Hermes Funds typically have higher advisory fees than Separate Accounts. Additionally, certain components of distribution expense can vary depending upon the asset class, distribution channel and/or the size or structure of the customer relationship. Federated Hermes generally pays out a larger portion of the revenue earned from managed assets in equity, money market and multi-asset funds than the revenue earned from managed assets in fixed-income and alternative/private markets funds.
Revenue
Federated Hermes’ revenue from investment advisory, administrative and other service fees over the last three years were as follows:
Year Ended December 31, 2024
vs. 2023 2023
vs. 2022
dollars in thousands 2024 2023 2022
Investment Advisory Fees, net $ 1,097,866 $ 1,115,783 $ 1,011,631 (2) % 10 %
Administrative Service Fees, net 387,531 343,332 294,557 13 17
Other Service Fees, net 146,696 150,459 139,626 (3) 8
Total Revenue $ 1,632,093 $ 1,609,574 $ 1,445,814 1 % 11 %
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Investment Offerings
Federated Hermes offers a wide range of investment offerings, including money market, equity, fixed-income, alternative/private markets and multi-asset offerings. Federated Hermes’ offerings include products and strategies expected to be in demand under a variety of economic and market conditions. Federated Hermes has structured its investment process to meet the requirements of fiduciaries and others who use Federated Hermes’ offerings to meet the needs of their customers. Fiduciaries typically have stringent demands regarding portfolio composition, risk and investment performance.
Federated Hermes, which began selling money market fund offerings to institutions in 1974, is one of the largest U.S. managers of money market assets, with $630.3 billion in AUM at December 31, 2024. Federated Hermes has developed expertise in managing cash for institutions, which typically have strict requirements for regulatory compliance, relative safety, liquidity and competitive yields. Federated Hermes also manages retail money market offerings that are typically distributed through broker/dealers and other financial intermediary customers. At December 31, 2024, Federated Hermes managed money market assets across a wide range of categories: government ($394.3 billion); prime ($219.5 billion); and municipal (or tax-exempt) ($16.5 billion).
Federated Hermes’ equity managed assets totaled $79.4 billion at December 31, 2024 and are managed across a wide range of categories including: value and income ($32.3 billion); international/global ($22.7 billion); growth ($16.4 billion); and blended ($8.0 billion).
Federated Hermes’ fixed-income managed assets totaled $98.1 billion at December 31, 2024 and are managed across a wide range of categories including: multisector ($65.8 billion); high-yield ($13.6 billion); municipal (or tax-exempt) ($6.8 billion); U.S. corporate ($6.1 billion); U.S. government ($4.0 billion); international/global ($1.2 billion); and mortgage-backed ($0.6 billion).
Federated Hermes’ alternative/private markets and multi-asset managed assets totaled $21.7 billion at December 31, 2024 and are managed across a wide range of categories including: real estate ($6.9 billion); private equity ($4.7 billion); private credit ($3.4 billion); multi-asset ($2.9 billion); infrastructure ($2.8 billion) and other alternatives ($1.0 billion).
Investment offerings are generally managed by a team of portfolio managers supported by fundamental and quantitative research analysts. Federated Hermes’ proprietary, independent investment research process is centered on the integration of several qualitative and quantitative disciplines including: fundamental research and credit analysis; integration of proprietary insights from fundamental investment analysis, including governance, environmental and social factors and engagement interactions (for many of Federated Hermes' offerings); quantitative research models; style-consistent and disciplined portfolio construction and management; performance attribution; and trading.
See Note (4) to the Consolidated Financial Statements for information on revenue concentration risk.
Distribution Channels and Product Markets
Federated Hermes’ distribution strategy is to provide investment offerings to more than 10,000 institutions, financial intermediaries and other customers, including, among others, banks, broker/dealers, registered investment advisors, government entities, corporations, insurance companies, foundations and endowments. Federated Hermes uses its trained sales force of nearly 250 representatives and managers, backed by an experienced support staff, to make available and distribute its offerings, add new customer relationships and strengthen and expand existing relationships.
Federated Hermes’ offerings are made available and distributed in three markets. These markets, and the relative percentage of managed assets at December 31, 2024 attributable to such markets, are as follows: U.S. financial intermediary (67%); U.S. institutional (26%); and international (7%).
U.S. Financial Intermediary Federated Hermes makes available and distributes its offerings in this market through a large, diversified group of over 6,400 national, regional and independent financial intermediary customers, including broker/dealers, banks and registered investment advisors. Financial intermediaries use Federated Hermes’ offerings to meet the needs of their customers, who are often retail investors. Federated Hermes offers a full range of offerings to these customers, including Federated Hermes Funds and Separate Accounts (including private funds). As of December 31, 2024, managed assets in the U.S. financial intermediary market included $446.9 billion in money market assets, $56.1 billion in equity assets, $45.8 billion in fixed-income assets, $2.5 billion in multi-asset and $0.8 billion in alternative/private markets assets.
U.S. Institutional Federated Hermes makes available and distributes its offerings to a wide variety of domestic institutional customers including, among others, government entities, not-for-profit entities, corporations, corporate and public pension
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funds, foundations, endowments and non-Federated Hermes investment companies or other funds. As of December 31, 2024, managed assets in the U.S. institutional market included $164.0 billion in money market assets, $48.7 billion in fixed-income assets, $3.1 billion in equity assets, $1.1 billion in alternative/private markets assets and $0.4 billion in multi-asset.
International Federated Hermes manages assets from non-U.S. institutional and financial intermediary customers through subsidiaries focused on gathering assets in Europe, the Middle East, Canada, Latin America and the Asia Pacific region. As of December 31, 2024, managed assets in the international market included $20.2 billion in equity assets, $19.4 billion in money market assets, $16.9 billion in alternative/private markets assets and $3.5 billion in fixed-income assets.
Competition
As of December 31, 2024, Federated Hermes had $565.3 billion of Federated Hermes Fund AUM and $264.3 billion of Separate Account AUM. Of the Separate Account AUM, $34.2 billion related to SMAs.
The investment management business is highly competitive across all types of investment offerings, including mutual funds, exchange traded funds (ETFs), SMAs, institutional accounts, sub-advised funds and other managed offerings. Competition is particularly intense among mutual fund and ETF providers. According to the Investment Company Institute (ICI), at the end of 2024, there were over 7,000 open-end mutual funds and over 3,000 ETFs of varying sizes and investment objectives whose shares are currently being offered.
In addition to competition from other mutual fund managers, ETF providers and investment advisors, Federated Hermes competes with investment alternatives offered by insurance companies, commercial banks, broker/dealers, deposit brokers, private markets/alternative product managers and other financial institutions. Federated Hermes launched its first ETFs in December 2021 and currently has eight ETFs in its offerings as of December 31, 2024.
Competition for sales of investment offerings is influenced by various factors, including investment performance, attainment of stated objectives, yields and total returns, fees and expenses, advertising and sales promotional efforts, investor confidence and preference, relationships with intermediaries and other customers and type and quality of services.
Regulatory Matters
With Federated Hermes’ global operations, Federated Hermes, and certain of its subsidiaries and offerings (such as the Federated Hermes Funds), are registered with or licensed by, and subject to examination by, various U.S. and/or non-U.S. regulators, self-regulatory agencies or exchanges, such as, among others, the U.S. Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), Commodity Futures Trading Commission (CFTC), Department of Labor (DOL), New York Stock Exchange (NYSE), UK Financial Conduct Authority (FCA), Central Bank of Ireland (CBI), Cayman Island Monetary Authority (CIMA), Monetary Authority of Singapore, Australian Securities and Investments Commission (ASICS) and Luxembourg Commission de Surveillance du Secteur Financier (CSSF).
Federated Hermes’ business and offerings, are subject to various U.S. and/or non-U.S. laws, regulations, rules, codes, notices, directives, guidelines, listing standards, judicial decisions, orders, circulars and/or conditions (collectively, as applicable, regulatory requirements). These include, for example: (1) federal securities laws such as the Securities Act of 1933 (1933 Act), the Securities Exchange Act of 1934 (1934 Act), the 1940 Act, Advisers Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), and the Sarbanes-Oxley Act of 2002 (SOX) and related regulations; (2) the NYSE Listed Company Manual; (3) corporate laws regarding governance, reporting, disclosure and other requirements; (4) state or foreign laws regarding securities fraud, securities registration, reporting and escheatment of unclaimed or abandoned property; (5) various privacy, and data protection laws and regulations, such as Regulation S-P in the U.S. and the General Data Protection Regulation (GDPR) of the European Union (EU) and UK GDPR; (6) various financial crime laws, such as anti-money laundering, anti-terrorist financing, economic, trade and financial sanctions, both domestically and internationally; (7) various cross-border regulatory requirements, such as the anti-bribery and anti-corruption rules under the Foreign Corrupt Practices Act of 1977 (FCPA) and UK Bribery Act 2010; and (8) regulations or other rules promulgated by various regulatory or other authorities. The regulatory requirements applicable to Federated Hermes’ business and offerings, also include economic, trade and financial sanctions regulatory requirements, such as the sanctions programs administered by the Office of Foreign Assets Control of the U.S. Department of Treasury (USDT), as well as sanctions programs adopted and administered by non-U.S. jurisdictions where Federated Hermes’ offerings are distributed. Certain regulatory requirements, both in the U.S. and outside the U.S., are extra-territorial. Federated Hermes also must comply with complex and changing tax regimes in the jurisdictions where it operates. Federated Hermes monitors, reviews and assesses proposed new or revised regulatory requirements that are proposed from time to time (collectively, as applicable, regulatory developments). These regulatory requirements and regulatory developments continue to impact the investment management industry generally, and will continue
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to impact, to various degrees, Federated Hermes’ business, results of operations, financial condition, cash flows, stock price and reputation (collectively, Financial Condition). See Item 1A – Risk Factors – General Risk Factors – Regulatory and Legal Risks – Potential Adverse Effects of Changes in Laws, Regulations and Other Regulatory Requirements for additional information.
Current Regulatory Environment – Domestic
The legislative and regulatory environment in the U.S. is dynamic and subject to continual change. Federated Hermes’ primary regulator in the U.S. is the SEC. Over the past several years, the SEC received criticism for the expedited pace in which it promulgated new proposed and final regulations. With the new Presidential administration taking office on January 20, 2025, there will be a new SEC Chairperson, and a majority of SEC Commissioners will be Republican. The new Chairperson will appoint new SEC leadership as well, including a new Director of the SEC’s Division of Enforcement, a new SEC Chief of Staff and new SEC Director of Policy. While it is difficult to predict where new SEC leadership will focus their efforts, it appears likely that the SEC will resume the focus of the SEC during the previous Republican Presidential administration on areas such as deregulation, capital formation, enforcement aimed at retail investor protection and combating fraud, and cryptocurrency offerings. Given the new administration, deregulation is a possibility, and the pace of new SEC proposed and final regulations is expected to slow.
Regarding deregulation, the investment management industry is expected to request the SEC to repeal or modify certain regulatory requirements previously promulgated by the SEC and to adopt more investor- and industry-friendly regulatory requirements. For example, among other topics, Federated Hermes intends to discuss with the SEC’s Commissioners and Staff, either directly or through an industry trade group: (1) repealing the mandatory redemption fee requirement applicable to registered institutional prime and municipal (or tax-exempt) money market funds; (2) repealing the requirement under the amendments to Rule 35d-1 under the 1940 Act (Names Rule) to sell securities within 90 days to bring a registered mutual fund into compliance with its 80% investment policy (80% Policy); (3) permitting a new or existing registered fund to offer both mutual fund and exchange-traded share classes; (4) streamlining the registered fund shareholder approval process by reducing shareholder meeting quorum requirements and amending NYSE Rule 452 to allow brokers the discretion to vote shares for their clients who do not instruct them how to vote ( i.e. , broker non-votes) for quorum purposes when shareholder approval matters are not contested; (5) permitting registered fund boards to appoint a greater number of new independent directors to reduce the frequency of conducting expensive shareholder meetings to approve independent directors; (6) effectuating the NYSE proposal to eliminate the annual shareholder meeting requirement for exchange-traded closed-end funds; (7) permitting closed-end fund boards to rely on state-recognized anti-takeover measures, such as control share provisions; and (8) allowing electronic delivery of disclosure documents and other information to shareholders as a default delivery option. Federated Hermes also intends to continue efforts to have legislation introduced in Congress that, if enacted, would permit the use of amortized cost valuation by money market funds and override the floating net asset value (NAV) and certain other requirements imposed under prior money market fund rule amendments and related guidance that became effective in 2016 for institutional prime and municipal (or tax-exempt) money market funds.
Regarding the pace of new SEC proposals and final regulations, given the results of the Presidential election in November 2024 and the 2024 judicial decisions that overturned the Chevron Doctrine and made it easier to challenge new regulation, during the fourth quarter of 2024, the SEC did not issue any new proposed rules. The SEC did issue seven final rules that had been previously proposed on, among other topics: (1) daily computation of customer and broker-dealer requirements under the broker-dealer customer protection rule; and (2) covered clearing agency resilience and recovery and wind-down plans. The SEC’s Fall 2024 Unified Agenda of Regulatory and Declaratory Actions (SEC Fall Reg Flex Agenda), which was published on October 17, 2024, identified only 30 other rulemaking initiatives, down from 43 rulemaking initiatives included in the 2023 SEC Fall Reg Flex Agenda. The 2024 SEC Fall Reg Flex Agenda includes 13 proposed rules and 17 final rules to be issued by October 2025, many of which have appeared on prior SEC Reg Flex Agendas and been delayed. The 2024 SEC Fall Reg Flex Agenda indicates that proposed rules are scheduled to be issued on, among other topics: (1) incentive-based compensation arrangements; (2) corporate board diversity; (3) human capital management disclosure; (4) safeguarding advisory client assets; (5) fund fee disclosure and reform; (6) conflicts of interest associated with use of predictive data analytics by broker-dealers and investment advisors; and (7) exchange-traded offerings. The 2024 SEC Fall Reg Flex Agenda indicates that final regulations are scheduled to be promulgated on, among other topics: (1) enhanced disclosures by certain investment advisors and registered investment companies about governance, environmental or social investment practices; (2) cybersecurity risk management for investment advisors, registered investment companies and business development companies; (3) outsourcing by investment advisors; (4) customer identification programs for registered investment advisors and exempt reporting advisors; (5) regulation best execution; and (6) reporting of security-based swap positions. Notably, the SEC removed from the 2024 SEC Fall Reg Flex Agenda plans to adopt a final rule on open-end fund liquidity risk management programs. Federated Hermes also believes that the SEC under the new administration may eliminate plans to adopt other rules or modify certain rules to make them more
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industry and investor friendly, such as the rules relating to climate change disclosure, corporate board diversity and safeguarding advisory client assets.
The SEC voluntarily stayed its climate change rule on April 4, 2024, after nine cases challenging the rule’s validity were filed in federal courts across the U.S., which have been consolidated in the United States Court of Appeals for the Eighth Circuit (Eighth Circuit) and remain pending. However, given the new Republican Presidential administration and Congress, and an apparent shift in sentiment in the U.S. around governance, environmental or social stewardship practices, the SEC’s climate change disclosure rule could be further challenged by: (1) the SEC reopening the public comment period of the rule and rescinding it under the Administrative Procedures Act; (2) the Eighth Circuit vacating the rule; or (3) the Republican administration and Congress working to withhold funding to the SEC to prevent enforcement of the rule. On February 11, 2025, the acting SEC Chair requested that the Eighth Circuit pause the litigation over the SEC’s climate change rule, citing, among other things, that a majority of SEC Commissioners no longer agree with the SEC’s prior litigation filings defending the adoption of the rule and that he continues to question the SEC’s statutory authority to adopt the rule, the need for the rule, and the cost-benefit analysis supporting the rule. The Republican Congress also could pass legislation to block the effectiveness of the rule, or Congress or Republican state attorneys general could take other actions in furtherance of the apparent shift in sentiment in the U.S. around governance, environmental or social stewardship practices. For example, on November 27, 2024, eleven Republican state attorneys general filed a lawsuit against three major asset managers alleging that the asset managers, motivated by environmental issues, colluded to reduce coal production through exercising their proxy voting authority over their significant shareholders in nine coal companies in violation of U.S. antitrust law. The U.S. House of Representatives Committee on the Judiciary (House Judiciary Committee) issued on December 13, 2024 an interim report in which the House Judiciary Committee purportedly details how a group of major financial institutions and climate activists allegedly colluded to pressure U.S. companies into committing to “net zero” climate goals in violation of U.S. antitrust laws. On December 20, 2024, the House Judiciary Committee sent letters to over 60 asset managers, including Federated Hermes Limited (FHL, formerly Hermes Fund Managers Limited), Federated Hermes’ wholly owned London-based subsidiary, requesting information regarding their involvement with certain “net zero” initiatives.
On January 20, 2025, the President issued an executive order implementing a regulatory freeze pending review of existing proposed regulations. Under the executive order, all Federal executive departments and agencies are prohibited from proposing or issuing any rule in any manner, including by sending a rule to the Office of the Federal Register, until a department or agency head appointed or designated by the President reviews and approves the rule. In addition, all executive departments and agencies are instructed to immediately withdraw any rules that have been sent to the Office of the Federal Register but not published in the Federal Register, so that they can be reviewed and approved by a department or agency head appointed or designated by the President. Finally, the executive order instructs all executive departments and agencies to consider postponing for 60 days the effective date for any rules that have been published in the Federal Register, or any rules that have been issued in any manner but have not taken effect, for the purpose of reviewing any questions of fact, law, and policy that the rules may raise. During this 60-day period, where appropriate and consistent with applicable law, executive departments and agencies are instructed to consider opening a comment period to allow interested parties to provide comments about issues of fact, law, and policy, and consider further delaying such rules beyond the 60-day period. While it is unclear as to the extent to which the SEC will abide by this executive order as an independent agency that operates independently of the executive departments, industry trade groups have requested the SEC to delay the implementation of certain SEC promulgated regulatory requirements for which compliance is not yet required, such as the short sale reporting rule, the amendments to the Names Rule, and amendments to Form PF applicable to private fund advisors. On January 29, 2025, the SEC and CFTC announced that they are extending the compliance date for the amendments to Form PF that were adopted on February 8, 2024, from March 12, 2025 to June 12, 2025. Given the executive order and above developments, it appears likely that the timing proposed in the 2024 SEC Fall Reg Flex Agenda will be delayed and the pace of new SEC proposed and final regulations slowed.
On February 18, 2025, the President issued an executive order that will change the manner in which federal agencies promulgate new regulations. Under the executive order, all independent agencies, such as the SEC, are required to submit proposed new regulations to the White House Office of Information and Regulatory Affairs (White House) for review (except for monetary functions of the Federal Reserve) and must consult with the White House on their priorities and strategic plans. The executive order also provides that the White House will establish agency performance standards and the Office of Management and Budget will adjust the independent agencies’ apportionments to ensure that tax dollars are spent wisely. The executive order is in line with other actions and commentary from the new Presidential administration that assert the President has broader authority over federal agencies than previous administrations have wielded.
The SEC and other regulators also continued in 2024, and are expected to continue in 2025, to conduct risk-based, for cause, and sweep examinations, bring enforcement actions, and review and comment on issuer and fund filings. For example, according to the SEC, the SEC filed 583 total enforcement actions during its 2024 fiscal year ending on September 30, 2024, a
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26% decrease compared to its 2023 fiscal year. On January 17, 2025, the SEC announced that it filed 200 total enforcement actions, including 118 standalone enforcement actions, in the first quarter of the SEC’s 2025 fiscal year, which ended on December 31, 2024, prior to the new administration taking office. The enforcement actions addressed a wide range of violations, including, among others, financial misstatements, failures by advisory firms to disclose conflicts of interest, and misleading statements about artificial intelligence.
On October 21, 2024, the SEC announced that its 2025 examination priorities include focusing on perennial and emerging risk areas. These areas include, among other topics: (1) investment advisor fiduciary duties, standards of conduct, and conflict of interest disclosures; (2) investment company disclosures of fees, expenses and waivers/reimbursements; (3) compliance with new regulatory requirements, such as T+1 trade settlement and Form PF amendments; (4) outsourcing by investment advisors; (5) commercial real estate market exposure and valuation of illiquid and hard-to-value assets; (6) cybersecurity; (7) use of artificial intelligence; and (8) broker compliance with Regulation Best Interest. The SEC has emphasized that its published examination priorities are not an exhaustive list, and are in addition to its normal examinations, risk alerts, and other outreach to registrants and investors.
On December 6, 2024, the Financial Stability Oversight Council (FSOC) issued its 2024 Annual Report. Among other topics, the FSOC addressed in its 2024 Annual Report risks to financial services companies related to: (1) cybersecurity; (2) the use of artificial intelligence; (3) third party service providers and outsourcing; (4) crypto assets; and (5) climate change. The FSOC also addressed investment funds, including money market funds, other open-end short-term investment vehicles, private liquidity funds, local government investment pools, collective funds, and hedge funds, among others. Regarding money market funds and open-end short-term investment vehicles, specifically, the FSOC recommended in its 2024 Annual Report that the SEC and the FSOC “should monitor the efficacy of [the SEC’s money market fund reforms] to address the financial stability vulnerabilities created by [money market funds]” and “continue to assess and monitor the vulnerabilities from other [open-end short-term investment vehicles], considering what actions may be appropriate to address potential vulnerabilities.” While the SEC’s latest money market fund reforms became fully effective in October 2024 and the SEC removed its plans to propose a final rule on open-end fund liquidity risk management programs from its 2024 SEC Fall Reg Flex Agenda, the liquidity of (and perceived vulnerabilities created by) money market funds and other open-end short-term investment funds remain a focus of the FSOC. Federated Hermes has implemented the policy, procedure and operational changes required to comply with the latest SEC money market fund reforms and continues to work with the registered domestic Federated Hermes Funds’ transfer agent and fund accounting service providers to further refine the operational model to support the delivery and remittance of the mandatory redemption fee required for institutional prime and municipal (or tax-exempt) money market funds (which, as noted above, Federated Hermes intends to discuss with the SEC Commissioners and Staff repealing the mandatory redemption fee requirement).
On January 28, 2025, FINRA published its “2025 FINRA Annual Regulatory Oversight Report” (FINRA 2025 Report), which purports to provide insight into findings from FINRA’s regulatory operations programs. In the FINRA 2025 Report, FINRA focuses on regulatory obligations, examination observations, and effective practices in a number of areas, including, for example: (1) cybersecurity; (2) anti-money laundering; (3) manipulative trading; (4) technology management; (5) Regulation Best Interest and Form CRS; (6) books and records; (7) liquidity risk management; and (8) segregation of assets. In the FINRA 2025 Report, FINRA notes that “firms may consider the information in this Report in developing new, or modifying existing, compliance practices.”
Please see Federated Hermes’ prior annual and periodic SEC filings for additional information regarding other U.S. regulatory developments and regulatory requirements that can impact Federated Hermes and its offerings. These include, among others: (1) money market fund reforms; (2) open-end mutual funds and liquidity management; (3) governance, environmental or social, and sustainability disclosure requirements that could impose significant climate-change related disclosure obligations on SEC registrants, which have been voluntarily stayed by the SEC pending resolution of litigation challenging the final rule; (4) amendments to the Names Rule; (5) tailored shareholder reports; (6) amendments to Form PF; (7) share repurchase disclosure modernization, which was vacated by the U.S. Court of Appeals for the Fifth Circuit; (8) the impact of several recent court decisions that impact the regulation of the investment management industry, including, among other things, the potential ability to challenge regulation, the SEC’s ability to bring enforcement actions seeking civil penalties, and the validity of certain final rules adopted by the SEC; (9) the new DOL fiduciary rule, the effectiveness of which has been stayed by two federal District Courts in Texas; (10) the Federal Trade Commission ban on non-compete agreements, which has been struck down by a federal District Court in Texas; and (11) customer identification programs for investment advisors.
In addition to the above matters, key recent regulatory requirements and regulatory developments in the U.S. since September 30, 2024, that can significantly impact or relate to Federated Hermes’ business and offerings include, among others,
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the following. Unless otherwise noted, Federated Hermes is evaluating the impact of the matters described on its business and offerings.
New DOL Fiduciary Rule . As noted above, two District Courts in Texas previously stayed the new DOL fiduciary rule, which was issued on April 23, 2024, and, among other things, permits plan fiduciaries to consider governance, environmental and social factors in choosing retirement plan investments. On February 14, 2025, the District Court for the Northern District of Texas issued a decision in which it concluded that the new DOL fiduciary rule comports with the Employee Retirement Income Security Act of 1974, as amended, noting that the new DOL fiduciary rule is carefully written to specify that fiduciaries must keep beneficiaries’ financial interests paramount and allows for governance, environmental or social considerations to be factored in when choosing among alternatives that serve plans equally. Despite this court decision, the new DOL fiduciary rule remains subject to potential challenge or revision by the new Presidential administration, the Republican Congress and Republican state attorneys general.
SEC Staff Guidance on Shareholder Proposal Rule . On February 12, 2025, the SEC Staff issued Staff Legal Bulletin No. 14M, which provides guidance on the exclusion of shareholder proposals under Rule 14a-8 of the 1934 Act. This bulletin rescinds the previous Staff Legal Bulletin No. 14L and reinstates earlier guidance, expanding the ability of companies to exclude shareholder proposals on the grounds of “economic relevance” and “ordinary business.” The bulletin clarifies that proposals addressing social policy issues, such as climate-related proposals, can be excluded unless they transcend ordinary business matters and raise significant policy issues appropriate for a shareholder vote. The bulletin emphasizes a case-by-case analysis of shareholder proposals, considering the specific facts and circumstances of each company.
Schedule 13G Interpretive Guidance. On February 11, 2025, the SEC issued a new Compliance and Disclosure Interpretation (C&DI) regarding the eligibility of shareholders (including institutional investment advisors) to file beneficial ownership reports on Schedule 13G. Sections 13(d) and 13(g) of the 1934 Act require that beneficial owners of more than 5% of a voting class of equity securities of an issuer registered under the 1934 Act report their beneficial ownership on a Schedule 13D or, if eligible, a Schedule 13G. The C&DI addresses the circumstances in which a shareholder’s engagement with an issuer’s management on a particular topic would cause the shareholder to be deemed to hold the relevant class of securities of the issuer with the “purpose or effect of changing or influencing control of the issuer,” thereby causing the shareholder to lose eligibility to report on Schedule 13G and requiring the shareholder to report on Schedule 13D within five business days of losing eligibility to report on Schedule 13G. Under prior guidance, the SEC provided that much of what constitutes ordinary course institutional investor engagement with portfolio companies – including engagement on executive compensation, corporate governance matters (such as board declassification), or social or environmental policies – would not, on its own, constitute an attempt to change or influence control of such companies, and therefore preclude such investors from reporting on Schedule 13G. The new C&DI deviates from this permissive approach, emphasizing that such engagement may constitute an attempt to influence or control issuers if it involves an attempt to exert pressure on management to take specific actions. The updated guidance provides for a facts-and-circumstances approach that looks to “the subject matter of the engagement [and] the context in which the engagement occurs.” As a result, shareholders (including institutional investment advisors) who have historically reported their beneficial ownership on Schedule 13G as passive investors will now need to closely consider whether their engagement practices with issuers on certain topics historically perceived as ordinary course could now cause them to be viewed as holding the relevant class of the issuer’s securities with a “purpose or effect of changing or influencing control of the issuer,” and, therefore, trigger a loss of eligibility to report beneficial ownership on Schedule 13G and require reporting on Schedule 13D. This new guidance has the potential to reshape, potentially in a significant way, the corporate governance, the executive compensation and the governance, environmental or social engagement landscape and stewardship services provided by institutional investment advisors, including, among others, Federated Hermes.
Diversity, Equity and Inclusion (DEI). On January 21, 2025, the President signed an executive order, “Ending Illegal Discrimination And Restoring Merit-Based Opportunity,” which focuses on DEI initiatives and directs executive agencies and departments to terminate all “discriminatory and illegal preferences, mandates, policies, programs, activities, guidance, regulations, enforcement actions, consent orders, and requirements,” curtail the Office of Federal Contract Compliance Programs’ (OFCCP) operational authority, and directs agencies to scrutinize the DEI practices of private sector employers. This executive order raises questions about the future and status of certain programs, preferences, and set-aside procurements administered by the U.S. Small Business Administration, U.S. Department of Transportation, and other agencies.
The first portion of the executive order rescinds Executive Order 11246 (1965), which established the OFCCP and provided the OFCCP its operational authority to ensure compliance with anti-discrimination laws by Federal contractors. The second portion of the executive order focuses on DEI programs in the private sector. Specifically, the executive order directs agency heads to submit reports within 120 days identifying: (1) key sectors within each agency's jurisdiction; (2) private sector companies with the most "egregious and discriminatory" DEI programs; (3) a plan to deter DEI programs “that constitute illegal discrimination
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or preferences;” (4) litigation that would be potentially appropriate for Federal lawsuits, intervention, or statements of interest; and (5) potential regulatory action and sub-regulatory guidance. Under the executive order, agencies are directed to identify up to nine potential investigations of publicly traded corporations, large non-profit corporations or associations, foundations with assets over $500 million, state and local bar and medical associations, and universities with endowments over $1 billion.
On February 21, 2025, the United States District Court for the District of Maryland issued a nationwide injunction temporarily preventing enforcement of the following three provisions of the executive order on the basis that they are unconstitutional under the First and Fifth Amendments of the U.S. Constitution: (1) the requirement that federal contractors and grantees certify that they do not operate “illegal” DEI programs and comply with federal discrimination laws; (2) the direction to the U.S. Attorney General to deter “illegal” DEI programs or principles in the private sector by, in part, submitting a report identifying up to nine civil enforcement investigations of certain private sector companies, associations, and educational institutions; and (3) the requirement that federal agencies terminate federal equity-related grants or contracts. It is expected that the court’s decision will be appealed.
Names Rule FAQs. On September 20, 2023, the SEC adopted significant amendments to the Names Rule, as well as certain forms and disclosure requirements. Unless the compliance date for the amended Names Rule is delayed, or the amendments modified or repealed, the amended Names Rule has a compliance date of December 11, 2025, for large fund complexes, such as the registered domestic Federated Hermes Funds, and June 11, 2026, for small fund complexes. Among the relevant changes, the Names Rule amendments significantly expand the universe of fund names in scope of the Names Rule. For example, the amendments to the Names Rule expand the application of the Names Rule to fund names suggesting a focus on specific types of investments, industries, geographic regions or characteristics, such as “growth,” “value,” and terms indicating that the fund’s investment decisions incorporate one or more governance, environmental or social factors.
To address certain interpretative questions, on January 8, 2025, the SEC released updated Frequently Asked Questions (FAQs) that modify, supersede, or withdraw portions of prior FAQs related to the Names Rule. In the updated FAQs, among other things, the SEC Staff provides guidance relating to the shareholder approval requirement for a fund seeking to revise a fundamental 80% Policy, stating that a fundamental 80% Policy may be amended to bring such policy into compliance with the amended Names Rule without shareholder approval, provided the amended policy does not deviate from the existing policy or other existing fundamental policies. The FAQs restate that individual funds must determine, based on their own individual circumstances, whether shareholder approval is necessary within this framework. Accordingly, funds may take the position that clarifications or other nonmaterial revisions to a fundamental 80% Policy in response to the amended Names Rule would not require shareholder approval. If it is determined that nonmaterial revisions have been made to a fundamental 80% Policy, notice to the fund's shareholders is required. With respect to money market funds, the FAQs also confirm that funds that use the term “money market” in their name along with another term or terms that describe a type of money market instrument ( e.g. , a “Treasury Money Market Fund”) must adopt an 80% Policy to invest at least 80% of the value of their assets in the type of money market instrument suggested by its name. The FAQs further explain that a generic money market fund, one where no other describing term is included in its name, would not be required to adopt an 80% Policy. The SEC Staff also removed certain prior FAQs for certain reasons, including because they were deemed no longer relevant as they addressed circumstances that were specific to the 2001 adoption of the Names Rule or were separately addressed in the adopting release related to the 2023 amendments to the Names Rule.
Based on the amended Names Rule and FAQs, Federated Hermes has recommended the following changes be implemented in respect of the domestic registered Federated Hermes Funds upon compliance with the amended Names Rule becoming required: (1) one name change; (2) the adoption of an 80% Policy by two funds; (3) modifications to existing 80% Policies by 16 funds; and (4) enhanced investment strategies disclosures for three funds.
SEC’s Expanded Dealer Definition. On November 21, 2024, the U.S. District Court for the Northern District of Texas (the Northern District Court) ruled against the SEC in two separate cases, vacating its final rule (Dealer Rule), promulgated on February 6, 2024, which expanded the definition of securities dealers. The Dealer Rule expanded the definitions of “dealer” and “government securities dealer” under the 1934 Act to include market participants who provide significant liquidity to the markets and, as a result, would have included many market participants who trade for their own accounts, such as private funds. Several trade groups filed lawsuits challenging the Dealer Rule on the grounds that the SEC exceeded its statutory authority and that the Dealer Rule was arbitrary and capricious and therefore should be vacated in its entirety. The first case was filed by the National Association of Private Fund Managers, Alternative Investment Management Association Limited, and Managed Funds Association representing the interests of their private fund members (the Private Funds Association Case), and the second case was filed by the Crypto Freedom Alliance of Texas and the Blockchain Association. In both decisions, the Northern District Court granted the trade groups’ motions for summary judgment, finding that the SEC had exceeded its statutory authority. The Northern District Court reasoned that the new definition is inconsistent with the history of the 1934 Act, which indicates that
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“dealers” act on behalf of customers. The Northern District Court stated in the Private Funds Association Case that the structure of the 1934 Act “only makes sense if dealers are in the business of customer-order facilitation.” The Northern District Court also rejected the SEC’s requests to vacate the Dealer Rule only as it applies to private funds or to remand to the SEC for further rulemaking, handing the SEC two significant defeats.
Current Regulatory Environment – International
Like the U.S., the legislative and regulatory environment outside the U.S. is dynamic and subject to continual change. Federated Hermes’ primary regulators outside the U.S. include the FCA in the UK, and the CBI in Ireland, a member state of the EU. Depending upon where Federated Hermes is doing business, or distributing or marketing its offerings, other regulators in other jurisdictions outside the U.S. can also regulate Federated Hermes and its business and offerings. Consequently, regulatory developments and regulatory requirements promulgated, or recommended, by, among others, the European Commission, European Securities and Markets Authority (ESMA), Bank of England (BoE), His Majesty’s Treasury (HMT), FCA, CBI, Financial Stability Board (FSB), and International Organization of Securities Commission (IOSCO) can apply to or impact Federated Hermes and its business and offerings.
The pace of proposed and new regulatory developments and regulatory requirements outside the U.S. continued throughout 2024 and is expected to continue in 2025. In the UK, in its Business Plan 2024/25 published on March 19, 2024, the FCA reaffirmed its goal to deliver on the public commitments previously set out in its three-year strategy, 2022-2025. In its Business Plan 2024/2025, the FCA stated that in 2025 it expects to focus on: (1) reducing and preventing financial crime, including investing in systems to use intelligence and data more effectively to identify financial crime; (2) putting consumers’ needs first, which will include further work to implement the Consumer Duty that took effect in July 2023; and (3) strengthening the UK’s position in the global wholesale markets, including by supporting industry work on T+1 settlement, concluding its review of the UK’s Listing Regime, and further consultations on the options for the payment of investment research by asset managers.
In the EU, ESMA’s 2025 Work Programme for the investment management sector indicates that there will be a focus on liquidity management tools, sustainability in investment management, monitoring of costs, and further work on reforming the regime for EU Undertakings for the Collective Investment in Transferable Securities (UCITS). This is reflected in the regulatory priorities outlined by national regulators, including the CBI. On February 29, 2024, the CBI disclosed that its key regulation and supervision priorities include, among other areas, (1) assessing and managing risks to the financial and operational resilience of firms; (2) addressing systemic risks generated by non-banks; (3) consulting and engaging on the review of the Consumer Protection Code and the Individual Accountability Framework; (4) ensuring that the EU Anti-Money Laundering Plan results in a consistent and robust EU-wide framework; (5) implementing new EU regulations on digital operational resilience and markets in crypto assets; and (6) strengthening the resilience of the financial system to climate risks.
Please see Federated Hermes’ prior annual and periodic SEC filings for additional information regarding other non-U.S. regulatory developments and regulatory requirements that can impact Federated Hermes and its offerings. These include, among others: (1) money market fund reform initiatives in the UK, EU, and internationally; (2) UK and EU sustainability disclosure requirements; (3) EU regulatory developments such as the EU Retail Investment Package, review of the EU UCITS Eligible Assets Directive, and the Digital Operational Resilience Act (DORA); and (4) UK regulatory developments such as the UK Overseas Funds Regime (OFR), the re-introduction of the possibility of bundling investment research costs.
In addition to the above matters, key recent regulatory requirements and regulatory developments outside the U.S. since September 30, 2024, that can significantly impact or relate to Federated Hermes’ business and offerings include, among others, the following. Unless otherwise noted, Federated Hermes is evaluating the impact of the matters described on its business and offerings.
Consumer Composite Investments. On December 19, 2024, the FCA published a Consultation Paper CP24/30, “A new product information framework for Consumer Composite Investments,” in which the FCA proposed and solicited public comment on certain significant changes to the rules for the way information on consumer composite investments (i.e., funds, structured products and other investments where returns are dependent on the performance of, or changes in, the value of indirect investments) is presented by moving from an overly prescriptive disclosure regime purportedly to a more flexible, simpler approach. The rule changes would replace the existing disclosure frameworks for packaged retail and insurance-based investment products (PRIIPS), UCITS, and certain other types of investment products. The public consultation period ends on March 20, 2025.
Money Market Fund Reform. On November 21, 2024, the European Central Bank (ECB) published its Financial Stability Review (ECB Review), which included, among other things, renewed critiques of money market funds. In the ECB Review, the ECB stressed that the EU must proceed with money market fund reform to ensure the stability of short-term funding markets
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and to mitigate the risk of cross-border regulatory arbitrage. The ECB argued that to prevent regulatory arbitrage due to divergences in minimum standards—which could potentially shift liquidity risk towards EU money market fund markets—the EU should prioritize money market fund legal reforms to address risks from liquidity mismatch by increasing liquidity buffer requirements for private debt money market funds and ensuring that these buffers are more usable. Additionally, the ECB supports removing threshold effects linked to breaches of liquidity requirements. This ECB push for reform will likely influence the incoming European Commission's decision regarding whether to reopen the money market fund reform review in early 2025.
T+1 Settlement. On November 18, 2024, ESMA published its Final Report, “ESMA assessment of the shortening of the settlement cycle in the European Union,” in which ESMA recommended migrating the settlement cycle for all trades in relevant securities and other investment instruments from a two-day cycle from the trade date (or T+2) to a one-day cycle from the trade date (or T+1) on October 11, 2027. Similarly, in the UK, on September 27, 2024, the Accelerated Settlement Taskforce published a draft Recommendation Report and Consultation in which it solicited public comment on migrating from a T+2 settlement cycle to a T+1 settlement cycle. The Accelerated Settlement Taskforce recommended that the migration in the UK also occur on October 11, 2027. The migration aims to enhance settlement efficiency and market integration. The U.S. previously migrated to a T+1 settlement cycle effective May 28, 2024.
UK and EU regulation of governance, environmental or social ratings. The framework for the regulation of providers of governance, environmental or social ratings in the EU and UK is beginning to emerge. In the UK, HMT published draft legislation on November 14, 2024, that would bring such rating providers within the scope of UK regulations. Subject to certain exemptions, such rating providers would need to be authorized and regulated by the FCA and would be subject to requirements made by the FCA, which are yet to be developed. The EU is at a slightly more advanced stage. The text of a regulation published on November 8, 2024 has been adopted by the EU Council, and is pending publication in the Official Journal. That Regulation will bring the provision of such ratings in the EU within EU regulations, subject to certain exceptions.
Liquidity Risk Management for Open-End Funds. There are specific regulatory developments in the EU relating to liquidity risk management for open-end funds. Those developments are occurring in the context of the ongoing international efforts to enhance and harmonize liquidity risk management requirements for collective investment schemes. These include steps to update the Recommendations for Liquidity Risk Management published and developed by the IOSCO in 2018. On November 11, 2024, IOSCO released two consultation reports, one proposing revisions to the recommendations and the second consulting on complementary guidance for the effective implementation of the revised recommendations. Ultimately, the FSB and IOSCO intend to assess whether the implemented reforms have sufficiently addressed the financial stability risks identified in the FSB’s earlier policy paper, published on December 20, 2023, on structural vulnerabilities arising from liquidity mismatches in open-ended funds.
UK and EU changes to rules on how asset managers may pay for investment research. On July 26, 2024, the FCA implemented changes to its rules that permit FCA regulated asset managers to ‘bundle’ payments for third party investment research together with trade execution costs. This payment method is optional, meaning that managers may continue to pay for research out of their own resources or from a dedicated research payment account established by the manager. The ability to bundle investment research costs is subject to certain requirements, including requiring that firms: (1) adopt a formal policy on the use of bundled payments for research; (2) establish a budget for the amount of third-party research to be purchased; (3) undertake ongoing assessments of the value and price of the research received; (4) determine an approach to the allocation of costs across the firm’s clients and a structure for the allocation of payments across research providers; (5) put in place operational procedures for the administration of accounts to purchase research; and (6) disclose to clients the firm's approach to bundled payments and the costs incurred. The new rules apply to FCA-regulated Markets in Financial Instruments Directive (MiFID) investment firms, and so are available for asset managers providing services for individual portfolios. For collective investment schemes, the FCA is currently consulting on extending the same payment optionality. The consultation closed on December 16, 2024, and the FCA intends to publish its response and final rules (if any) in 2025.
In the EU, there are similar efforts to re-introduce the option for asset managers to combine investment research and execution costs. These are being considered as part of the EU Listing Act, which refers to a package of measures amending several pieces of EU legislation and regulatory requirements. On December 4, 2024, amendments to the existing EU MiFID provisions regarding payments for investment research were finalized. Under the amendments: (1) bundled payments for execution services and research are allowed irrespective of the issuers’ market capitalization, which removed the current threshold; (2) research labelled as “issuer sponsored research” must comply with an EU Code of Conduct, which is currently being developed; (3) investment research must be fair, clear and not misleading in regards to the information or content provided; and (4) trading commentary and other bespoke trade advisory services linked to the execution of transactions in financial instruments should not be considered as research. In connection with these changes, on October 28, 2024, ESMA published a
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consultation paper on the safeguards that should apply alongside the new payment optionality under MiFID. ESMA intends to deliver technical advice following its consideration of responses to the consultation during 2025.
EU and UK sustainability requirements for asset managers and investment offerings. The regulation of sustainable investment offerings remains an area of focus for regulators outside the U.S. In the EU, work on the sustainability related requirements for investment offerings has continued. On May 14, 2024, ESMA published its final report setting out its guidelines regarding the use of governance, environmental or social and sustainability-related terms in fund names. The guidelines apply to EU UCITS management companies and alternative investment fund (AIFs) managers. The guidelines aim to ensure that investors are protected against unsubstantiated or exaggerated sustainability claims in fund names by setting out clear and measurable criteria to be met for funds using governance, environmental or social or sustainability-related terms in their names. In particular, the guidelines indicate that the use of governance, environmental or social or sustainability related terms in fund names will trigger mandatory quantitative investment requirements or obligations, including the application of certain thresholds, exclusions or benchmarks to the proportion of fund investments used to meet: (1) transition, social and governance terms; (2) environmental or impact-related terms; or (3) sustainability-related terms. The guidelines took effect on November 21, 2024 for new funds, and will take effect on May 21, 2025 for existing funds. Federated Hermes has determined that three of its offshore Federated Hermes Funds will change names, while five other offshore Federated Hermes Funds with governance, environmental or social-related names will adopt new monitoring guidelines. The CBI had until October 21, 2024, to issue guidance or consultation on the ESMA requirements. It did not issue any substantive changes but created a streamlined filing process for fund name changes or disclosures made necessary by the rule. In addition, a review of the EU Sustainability Finance Disclosure Regulation (SFDR) by the European Commission is ongoing, with results expected to be published during 2025. The review of the SFDR may result in a legislative proposal for further amendments to the SFDR.
In the UK, the FCA’s Sustainability Disclosure Requirements (SDR) began to take effect during 2024. This regulation has several components: (1) an anti-green washing rule that took effect on May 31, 2024; (2) the introduction of sustainability labels for UK investment funds beginning on July 31, 2024; and (3) naming, marketing and disclosure rules for UK-based asset managers, which became effective on December 2, 2024. Further developments are expected. In particular, the UK Government is expected to consult on extending SDR, and, in particular, the SDR labelling regime, to non-UK funds that can be sold to retail investors in the UK under the UK’s Overseas Funds Regime (OFR), though the publication of that consultation has been delayed. The FCA has consulted on extending the SDR sustainability labelling regime to asset managers providing portfolio management services but has since delayed publication of the outcome of that consultation, and so the final rules remain pending.
EU UCITS – Review of eligible assets. The EU is assessing whether to make changes to the Eligible Assets Directive (EAD), which sets out the types of investments that may be acquired by an EU UCITS and the applicable requirements. On May 7, 2024, ESMA published a Call for Evidence (CfE) as part of its review of the EAD. A key component of the CfE was to seek input on divergent interpretations and market practices in the application of the EAD, and whether there is a need for increased clarity on key concepts and definitions within the EAD. In addition, ESMA requested feedback from stakeholders to assess potential risks and benefits of EU UCITS gaining direct and indirect exposure to certain asset classes, such as structured loans and crypto assets. The CfE closed on August 7, 2024, and ESMA is expected to deliver its technical advice during 2025.
EU UCITS and AIFs – Targeted reforms of the UCITS directive and Alternative Investment Fund Manager Directive. On March 13, 2024, amendments to the existing EU regulatory frameworks for EU UCITS and alternative investments funds (AIFs) were finalized, which included: (1) enhancements to improve delegation arrangements by investment managers to third parties; (2) changes to liquidity risk management requirements; and (3) for AIFs, permitting depositary and custody services to be provided cross-border and prescribing requirements for loan originating AIFs. Most of the changes become effective starting on April 16, 2026. EU regulators are expected to promulgate rules and regulations during 2025 related to certain changes, such as finalizing regulatory technical standards and accompanying guidelines on liquidity risk management tools and consulting on regulatory technical standards for open-ended loan originating AIFs.
EU and UK sustainability reporting requirements for corporations. In the EU, the Corporate Sustainability Reporting Directive (CSRD) was promulgated on December 14, 2022, and became effective on May 28, 2024. A key component of the CSRD regime is the European Sustainability Reporting Standards (ESRS), and these remain under development following a delay in finalization of sector-specific ESRS. Alongside the CSRD, the Corporate Sustainability Due Diligence Directive (CSDDD), which was proposed on February 23, 2022, became effective on July 25, 2024, following an extensive negotiation process. The CSDDD imposes due diligence obligations requiring companies to identify, prevent or at least mitigate, adverse impacts on human rights and the environment, including by their subsidiaries and supply chain partners. Member states must adopt the Directive by July 26, 2026. In the UK, the UK Government has stated that it is creating UK Sustainability Reporting Standards (UK SRS) that will apply to UK incorporated entities. The UK SRS is to be based on the sustainability disclosure
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standards developed by the International Sustainability Standards Board of the International Financial Reporting Standards Foundation. A consultation on the UK SRS is expected during 2025.
UK OFR . Upon the UK exiting from the EU in 2020, the FCA created the Temporary Marketing Permissions Regime (TMPR) for UCITS funds then passported into the UK to continue to be marketed with obtaining individual recognition under the UK Financial Services and Markets Act. The TMPR will expire in December 2026. It was replaced by the OFR, which was introduced in February 2021 and allowed the UK to declare that types of funds passported into the UK, and individual funds, have equivalent investor safeguards as FCA registered funds, or impose additional standards, so they can continue to be marketed. In January 2024, the UK announced European Economic Area UCITS were an equivalent regime for purposes of the OFR, but individual funds would be recognized after applying. Asset managers are to apply during “landing periods” assigned alphabetically. The landing period for Federated Hermes’ Irish UCITS Funds to apply is July 2025 to the end of September 2025.
EU and UK operational resilience requirements. In the EU, the DORA, which was first proposed by the European Commission on September 24, 2020, became effective on January 17, 2025. The DORA applies to a range of firms, including regulated financial services firms in the EU, and seeks to enhance and harmonize the requirements applicable to the information and communications technology (ICT) that firms use. This includes, among other aspects, requirements for the maintenance of registers, due diligence and monitoring of ICT service providers, mandatory contractual provisions for ICT service providers, and enhanced reporting. Meanwhile, in the UK, on November 12, 2024, the FCA, Prudential Regulatory Authority, and BoE published a joint policy statement and final rules regarding the operational resilience of critical third parties (CTPs) to the UK financial sector. The new rules will enable UK regulators to monitor and manage operational resilience risks purportedly in an effective and proportionate manner. The relevant requirements for CTPs will cover various regulatory areas including: (1) governance; (2) risk management; (3) dependency and supply chain risk management; and (4) technology and cyber resilience.
Current Regulatory Environment – Potential Impacts
Applicable regulatory requirements, regulatory developments and regulatory supervision impact the domestic and international investment management industry generally by imposing substantial legal and compliance burdens, and significant restrictions and requirements, on its participants, and their offerings, and, therefore, will continue to impact, to various degrees, Federated Hermes’ Financial Condition.
The imposition of a financial transaction tax (FTT) with broad application in the U.S., UK, or EU, or the designation of Federated Hermes or any of its offerings, such as certain money market funds, as a systemically important financial institution (SIFI), also can affect, potentially in a material way, Federated Hermes’ Financial Condition.
Federated Hermes has monitored, reviewed, and assessed, or will continue to monitor, review, and assess, regulatory developments and regulatory requirements, as applicable, and their impact on its business and offerings. Federated Hermes actively participates, either individually or with industry-trade groups (such as the Investment Company Institute), in the public comment process regarding regulatory developments that can significantly impact Federated Hermes’ business and offerings. Regulatory developments and regulatory requirements also are subject to legal challenge in court, and Federated Hermes’ considers initiating, participating in or supporting such legal challenges when management deems it necessary or appropriate. Federated Hermes also continues to monitor and assess the impact of the interest rate environment (whether increasing or decreasing), and any instability in the banking sector and financial markets, on asset values and money market fund and other fund asset flows, and related asset mixes, as well as the degree to which these factors impact Federated Hermes' institutional prime and municipal (or tax-exempt) money market business and Federated Hermes' Financial Condition.
The difficulty in, and cost of, analyzing and complying with applicable regulatory developments and regulatory requirements increases with the number, complexity, and differing (and potentially conflicting) requirements of new or amended regulatory requirements, among other factors. In addition to the impact on Federated Hermes' AUM, revenues, operating income and other aspects of Federated Hermes' business, Federated Hermes' regulatory, product development and restructuring, and other efforts in response to regulatory developments and regulatory requirements, including the internal and external resources dedicated to such efforts, have had, and can continue to have, on a cumulative basis, a material impact on Federated Hermes' expenses and, in turn, Financial Condition.
Federated Hermes is unable to fully assess at this time whether, or the degree to which, any continuing efforts or potential options being evaluated in connection with modified or new regulatory developments and regulatory requirements ultimately will be successful. The degree of impact of regulatory developments and regulatory requirements on Federated Hermes' Financial Condition can vary, including in a material way, and is uncertain.
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See Item 1A – Risk Factors – General Risk Factors – Regulatory and Legal Risks – Potential Adverse Effects of Changes in Laws, Regulations and Other Regulatory Requirements for additional information.
As of December 31, 2024, given the regulatory environment, and the possibility of future additional regulatory developments and regulatory requirements, and regulatory oversight, Federated Hermes is unable to fully assess the impact of regulatory developments and regulatory requirements, and Federated Hermes' efforts related thereto, on its Financial Condition. Regulatory developments and regulatory requirements in the current regulatory environment, and Federated Hermes' efforts in responding to them, could have further material and adverse effects on Federated Hermes' Financial Condition.
Human Capital Resource Management
At December 31, 2024, Federated Hermes had 2,072 employees, with 1,228 employees in Pittsburgh, Pennsylvania, and surrounding areas, 509 employees in London, England, 59 employees in New York, New York, 30 employees in Boston, Massachusetts, 172 employees in other U.S. locations and 74 employees in other locations outside the U.S.
The investment management business is highly competitive and experienced professionals have significant career mobility. Like other companies, Federated Hermes experiences employee turnover, which is tracked at various levels within the company, and conducts exit interviews with departing employees. The information derived from these interviews, as well as our employee development initiatives described below and succession planning, allows Federated Hermes to cultivate leaders, manage turnover and retain talented and qualified individuals. Federated Hermes’ ability to attract, retain and properly motivate highly qualified professionals across the company is a critical factor in maintaining its competitive position within the investment management industry and positioning Federated Hermes for future success. See Item 1A – Risk Factors – General Risk Factors – Other General Risks – Recruiting and Retaining Key Personnel (Human Capital Resource Management Risk) for more information on the risks to Federated Hermes if it is unable to attract and retain talented and qualified employees.
Competitive Compensation
Understanding that Federated Hermes’ business success depends on its ability to attract, retain, and incentivize talented and qualified individuals, Federated Hermes’ compensation programs across the company strive to meet this goal. Federated Hermes endeavors to reward individual contributions, as demonstrated by the delivery of long-term continuing results. Federated Hermes’ compensation programs are also designed to align the interests of its officers and employees with its business strategy, values, and objectives, including the interests of its customers and shareholders, while affording the business the opportunity to grow.
Generally, for employees working in the U.S., Federated Hermes’ compensation programs are comprised of competitive levels of cash compensation together with equity, a profit sharing/401(k) plan, and other corporate benefits/components for certain positions. Compensation is structured in the form of: salary, which is competitively evaluated annually; bonus; and, where appropriate, long-term incentives.
Generally, for employees working in the UK, and other non-U.S. locations, compensation is based on fixed and variable compensation. Fixed compensation can include base salary, a retirement plan together with equity and other corporate benefits/components for certain positions, and is designed to provide competitive fixed compensation at a level that reflects market compensation. Variable compensation is discretionary based on, among other factors, an employee’s performance, and behavior, as well as team and overall company performance.
Across Federated Hermes, the mix of overall salary, bonus, long-term incentives and other corporate benefits/components for certain positions varies by division, position, and employee.
Across Federated Hermes, national and industry-specific compensation surveys are utilized to monitor competitive pay levels. Compensation across the company is generally administered in four employee categories: Sales; Investment Management; Administration; and Executive. The employee’s category, position and performance generally drive the mix of fixed versus variable compensation, bonus structure/opportunity and long-term incentive structure/opportunity. Across the company (unless otherwise noted below):
• The pay mix for Sales employees is more heavily weighted in variable compensation based on quantitative and qualitative sales metrics. Depending upon the position, U.S. Sales employees are also eligible to receive cash-based long-term incentive awards annually which generally vest after three years, and, for certain levels of Sales employees, annual bonus restricted stock awards and periodic restricted stock awards.
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• The pay mix for Investment Management employees includes variable compensation in the form of discretionary bonuses and takes into account, among other factors deemed relevant, investment offering performance from one-, three- and five-year periods. For employees working in the U.S., all or a portion of any annual performance bonus can be paid in cash or a combination of cash and annual bonus restricted stock. Investment Management employees are also eligible for periodic restricted stock awards.
• Administrative employees have a pay mix more heavily weighted in fixed pay and are eligible for annual discretionary cash bonuses. Management employees are eligible for periodic restricted stock awards and U.S. senior management employees are also eligible for annual bonus restricted stock awards.
• The components of Federated Hermes’ executive compensation programs are designed to be competitive within the investment management industry and reward outcomes related to a variety of factors including Federated Hermes’ financial, investment, sales and customer service performance as measured against other similar companies within the investment management industry. Financial factors include, for example, Federated Hermes’ operating profits (as defined in Federated Hermes Stock Incentive Plan), AUM, gross offering sales, net offering sales, total revenue (including net revenues after taking into account the net pre-tax impact of waivers to maintain the yields of certain money market funds at or above zero (Voluntary Yield-related Fee Waivers), net income and net income per diluted share. Please refer to the Compensation Discussion and Analysis section of Federated Hermes’ Information Statement for additional information regarding executive compensation.
Federated Hermes’ Stock Incentive Plan is designed to support its retention and attraction objectives. Under this program, executive officers and certain employees are eligible to receive periodic restricted stock awards that vest over specified vesting periods (e.g., for U.S. employees, over a ten-year period, and for non-U.S. employees, over a five-year period). The restrictions on the vested portion of an award typically lapse on specified anniversary dates of an award (e.g., for U.S. employees, the award’s fifth- and tenth-year anniversaries, and for non-U.S. employees, generally the award’s sixth, seventh and eighth anniversaries which extend beyond the five-year vesting period in an effort to continue to align the employees’ and Federated Hermes’ interests during the restriction period). Additionally, for certain groups of employees, a portion of their bonus awards are paid in the form of bonus restricted stock with a three-year ratable vesting schedule with restrictions lapsing on each vesting date.
For all employees working in the UK, and other non-U.S. locations, discretionary bonus awards above a certain threshold are subject to deferral. Under the deferred bonus scheme, a portion of the bonus is deferred, notionally tracks the performance of certain Federated Hermes Funds, and vests over three years. The Private Equity and Infrastructure businesses of Federated Hermes also operate carried interest and share of performance fee programs typical in the management of such asset classes.
For 2024, Federated Hermes’ total compensation expense was $540.5 million and included, among other items, salary, bonus and share-based compensation expense.
Benefits
Federated Hermes’ benefit offerings across the company are designed to reflect the local market and equip Federated Hermes’ employees with resources and services to help them stay healthy, balance the demands of work and personal life, develop their careers, and meet their financial goals, as well as to further employee engagement and retention. Along with the traditional health and welfare benefits, such as medical and dental coverage, an employee assistance program, wellness program focusing on employee mindfulness, health and well-being, disability, paid time off and retirement programs, the company also offers flexible work arrangements which include hybrid work schedules, education assistance, paid parental leave, adoption benefits, volunteer paid time off, employee discounts and other programs and services.
Employee Development
Federated Hermes provides a professional work environment for employees across the company that supports employees’ career aspirations and professional development interests through training programs and mentoring initiatives. Our development framework consists of both on the job development opportunities as well as a robust offering of both classroom and online learning courses facilitated by a network of internal and external experts. Federated Hermes’ extensive training curriculums focus on technical, professional, leadership and management skills, and include, among others, courses on: the securities markets and Federated Hermes’ offerings; compliance/regulatory requirements; license exam preparation; sales skills; customer service skills; financial, physical and mental health well-being; remote working and hybrid management; dignity and respect in the workplace; individual and team performance; communication skills; technical (systems) topics; and general professional
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development. The attraction, development, and retention of qualified employees across the company supports Federated Hermes’ succession planning at all levels.
Inclusion
As of December 31, 2024, 39% of Federated Hermes’ employees are women. Female representation on Federated Hermes’ board of directors is 33%, and 10% of Federated Hermes’ executive officers are women. In the U.S., 7% of Federated Hermes’ employees are minorities, 33% of business managers are women and/or minorities and 28% of investment professionals are women and/or minorities.
Federated Hermes’ strategy recognizes the dignity and respect of each person and that a diverse and inclusive workplace benefits employees and supports stronger long-term business performance. Federated Hermes developed its strategy with the mission of fostering a diverse, inclusive, and respectful workplace where employees’ unique perspectives and experiences are recognized and appreciated for the contributions they bring to the company. Federated Hermes has made a long-term commitment to enhancing its workforce and providing an inclusive environment. The company’s strategy is centered around four pillars: driving diversity; creating inclusion; outreach; and sustainability with ongoing program development. Federated Hermes cultivates the benefits of workplace inclusion throughout the company through its recruitment process, onboarding of new employees, and employees’ ongoing education and development.
The company’s efforts are sponsored and endorsed by Federated Hermes’ board of directors and executive management, and support dignity and respect in the workplace. The Compensation Committee of Federated Hermes’ board of directors receives periodic updates and reports on the company’s strategy and its compensation practices, including an annual pay equity analysis. In collaboration with management and employees at all levels, these efforts are advanced by various teams and employee resource business groups across the company, including Human Resources.
Federated Hermes is committed to providing equal employment opportunities across the company to qualified individuals without regard to: race; color; national origin; religion; sex; pregnancy; sexual orientation; gender identity or expression; mental or physical disability; age; familial or marital status; ancestry; military status; veteran status; or genetic information; as well as any other prohibited criteria under law applicable to Federated Hermes.
Federated Hermes encourages its employees across the company to raise human resource questions or concerns with their managers or the Human Resources Department in the U.S. or London. Separately, the company also provides a phone line and website portal through a third-party service provider for employees to report, anonymously should they so choose, various compliance matters.
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Information about our Executive Officers
The following section sets forth certain information regarding the executive officers of Federated Hermes as of February 28, 2025:
Name Position Age
J. Christopher Donahue President, Chief Executive Officer, Chairman and Director of Federated Hermes, Inc. 75
Thomas R. Donahue Vice President, Treasurer, Chief Financial Officer and Director of Federated Hermes, Inc. and President of FII Holdings, Inc. 66
Dolores D. Dudiak Vice President, Director of Human Resources of Federated Hermes, Inc. 66
John B. Fisher Vice President and Director of Federated Hermes, Inc. and President and Chief Executive Officer of Federated Advisory Companies* 68
Peter J. Germain Executive Vice President, Chief Legal Officer and Secretary of Federated Hermes, Inc. 65
Richard A. Novak Vice President, Assistant Treasurer and Principal Accounting Officer of Federated Hermes, Inc. 61
Saker A. Nusseibeh Chief Executive Officer, Federated Hermes Limited 63
Paul A. Uhlman Vice President of Federated Hermes, Inc. and President of Federated Securities Corp. 58
Stephen P. Van Meter Vice President and Chief Compliance Officer of Federated Hermes, Inc. 49
Theodore W. Zierden III Vice President of Federated Hermes, Inc. 64
* Federated Advisory Companies include the following: 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, each wholly owned by Federated Hermes.
Mr. J. Christopher Donahue has served as director, President and Chief Executive Officer (CEO) of Federated Hermes since 1998 and was elected as Chairman effective April 2016. He also serves as a director, trustee or officer of various Federated Hermes subsidiaries. He is President of 28 investment companies managed by subsidiaries of Federated Hermes. He is also director or trustee of 31 investment companies managed by subsidiaries of Federated Hermes. Mr. Donahue is the brother of Thomas R. Donahue who serves as Vice President, Treasurer, Chief Financial Officer and director of Federated Hermes.
Mr. Thomas R. Donahue has served as Vice President, Treasurer and Chief Financial Officer of Federated Hermes since 1998. He previously served as a member of Federated Hermes’ board of directors from May 1998 to April 2004 and was re-elected to Federated Hermes’ board of directors in April 2016. He also serves as an Assistant Secretary of Federated Hermes and is President of FII Holdings, Inc., a wholly-owned subsidiary of Federated Hermes. He serves as a director of FHL. He also serves as a director, trustee or officer of various other Federated Hermes subsidiaries. He is also a director or trustee of seven investment companies managed by subsidiaries of Federated Hermes. Mr. Donahue is the brother of J. Christopher Donahue who serves as President, CEO, Chairman and director of Federated Hermes.
Ms. Dolores D. Dudiak has served as Vice President of Federated Hermes since February 2021. She has served as Director, Human Resources since November 1997. She also has served as an officer of various Federated Hermes subsidiaries since 1994. In these capacities, she is responsible for the Human Resources Department at Federated Hermes, including Total Rewards, Human Resources Business Partners and Resourcing, Talent Development and Human Resources Information Management.
Mr. John B. Fisher has served as Vice President of Federated Hermes since 1998. He previously served as a member of Federated Hermes’ board of directors from May 1998 to April 2004 and was re-elected to Federated Hermes’ board of directors in April 2016. He has also been President and CEO of Federated Advisory Companies since 2006 and serves as a board member for each of these wholly-owned subsidiaries of Federated Hermes. He also serves as a director, trustee or officer of certain other Federated Hermes subsidiaries. He is President of three investment companies managed by subsidiaries of Federated Hermes. He is also director or trustee of 24 investment companies managed by subsidiaries of Federated Hermes. Prior to 2006, Mr. Fisher served as President of the Institutional Sales Division of Federated Securities Corp., a wholly-owned subsidiary of Federated Hermes.
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Mr. Peter J. Germain has served as Executive Vice President, Chief Legal Officer and Secretary of Federated Hermes since October 2017, as General Counsel from January 2005 through June 2021 and Vice President of Federated Hermes since January 2005. In his capacity as Chief Legal Officer, he oversees the delivery of legal, compliance, internal audit and risk management services to Federated Hermes and its affiliates. He also serves as a director, trustee or officer of various Federated Hermes subsidiaries. Mr. Germain also serves as Chief Legal Officer, Executive Vice President and Secretary of 31 investment companies managed by subsidiaries of Federated Hermes.
Mr. Richard A. Novak has served as Vice President, Assistant Treasurer and Principal Accounting Officer of Federated Hermes since April 2013. Prior to that time, he served as Fund Treasurer of Federated Hermes’ U.S.-based mutual funds beginning in 2006 and served as the Controller of Federated Hermes from 1997 through 2005. He also serves as director or officer for various subsidiaries of Federated Hermes. Mr. Novak is a Certified Public Accountant.
Mr. Saker A. Nusseibeh is a director and CEO of FHL . He joined FHL in 2009 and was appointed CEO in May 2012, after serving as acting CEO beginning in November 2011 and having previously served as Chief Investment Officer from 2009 through November 2011. He formerly served as Global Head of Equities at Fortis Investments USA, having initially been appointed as Head of Global Equities in 2005. He also serves as a Chairman of Private Markets and as a director or officer of certain FHL subsidiaries.
Mr. Paul A. Uhlman has served as Vice President of Federated Hermes, and President and a director of Federated Securities Corp., a wholly-owned subsidiary of Federated Hermes, since June 2016. He is also a director, trustee or officer of certain subsidiaries of Federated Hermes. As President of Federated Securities Corp., he is responsible for the marketing and sales efforts of Federated Hermes. He had previously served as a Vice President of Federated Securities Corp. from 1995 through 2010, and served as Executive Vice President of Federated Securities Corp. from 2010 through June 2016. Mr. Uhlman also held the position of National Sales Director, Institutional Sales, from 2007 through June 2016.
Mr. Stephen P. Van Meter has served as Vice President and Chief Compliance Officer of Federated Hermes since July 2015. Between October 2011 and July 2015, he served as Compliance Operating Officer at Federated Hermes. Between October 2007 and October 2011, he served as Senior Counsel in the Division of Investment Management, Office of Chief Counsel, at the SEC. Between September 2003 and October 2007, Mr. Van Meter served as Senior Counsel in the SEC’s Division of Examinations.
Mr. Theodore W. Zierden III has served as Vice President of Federated Hermes since July 2024. He has also served as the President-Administration of Federated Services Company since 2012. In such capacity, he manages the Global Technology Organization, data governance, investor services and financial planning and analysis, which includes responsibility for company-wide mergers and acquisitions. Mr. Zierden is also Executive Managing Director of the Federated Hermes Private Markets business.
Available Information
Federated Hermes makes available, free of charge, on its website, www.FederatedHermes.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, annual information statements and amendments to those reports, including those filed or furnished pursuant to Section 13(a) or 15(d) of the 1934 Act, as soon as reasonably practicable after such information is electronically filed with or furnished to the SEC.
Other Information
All references to the Notes to the Consolidated Financial Statements in this Form 10-K refer to those in Item 8 – Financial Statements and Supplementary Data (Consolidated Financial Statements). All other information required by this Item is contained in Note (4) to the Consolidated Financial Statements.
All cross-references between Items in this 10-K are considered to be incorporated into the Item containing the cross-reference.
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