Correspondence 0001623632-23-001578 from Federated Hermes Government Income Trust (CIK 0000357052)
Federated Hermes Government Income Trust (CIK 0000357052)
Date: Dec. 20, 2023 · CIK: 0000357052 · Accession: 0001623632-23-001578
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File numbers found in text: 333-275617, 811-03352
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FEDERATED HERMES GOVERNMENT INCOME TRUST
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
December 20, 2023
Emily Rowland
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-4720
RE:
FEDERATED HERMES GOVERNMENT INCOME TRUST (the “Registrant”)
Federated Hermes Government Income Fund (the “Fund” or
the “Surviving Fund”)
1933 Act No. 333-275617
1940 Act No. 811-03352
Dear Ms. Rowland:
The Registrant is filing this correspondence
to respond to comments of the Staff of the Securities and Exchange Commission (“Staff”), provided on December 13, 2023, regarding
its Preliminary Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended
(the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), as filed on November 17,
2023.
GENERAL COMMENTS
a. The Registrant and its management are responsible
for the accuracy and adequacy of its disclosure notwithstanding review by, or absence of action of, the Staff.
b. The Registrant must file its responses on
EDGAR no later than 5 business days before the proposed effective date of the Registration Statement. It is requested that the Registrant
provide a courtesy notification to the Staff upon EDGAR acceptance of the correspondence.
c. The Registrant’s response must include
the marked disclosure changes that the Registrant intends to make by either including specific pages of the Registration Statement with
the correspondence or by clearly indicating the revised disclosure in the correspondence.
d. Where a comment is made in one section, such
comment should be addressed in all other sections where it applies in the Registration Statement.
RESPONSE:
With respect to General Comment a., the Registrant
understands its responsibility. With respect to General Comments b. through d., the Registrant will comply as requested.
Prospectus/Proxy Statement
COMMENT 1.
The Staff notes that the Registrant is relying
on the charter documents of the Registrant and Federated Hermes Government Income Securities, Inc., (the “Reorganizing Fund”)
and applicable Maryland and Massachusetts state and U.S. federal law (including Rule 17a-8 under the 1940 Act), to effect the reorganization
without the approval of shareholders of the Reorganizing Fund.
The Staff further notes that Class F Shares of
the Reorganizing Fund, which do not have a Rule 12b-1 fee, are to be reorganized into the Service Shares of the Surviving Fund which do
have an approved Rule 12b-1 fee.
Please explain how the Registrant is relying
on Rule 17a-8 under the 1940 Act to effect the reorganization. In addition, please explain why Class F Shares of the Reorganizing Fund
are not being reorganized into the Surviving Fund’s Institutional Shares which do not have a Rule 12b-1 fee.
RESPONSE:
In response to the Staff’s comment,
the Registrant will propose to its Board of Trustees that the Rule 12b-1 Plan be amended prior to the reorganization to remove any Rule
12b-1 fee from the Service Shares of the Surviving Fund. The Reorganization will be contingent upon such board approval being received
and will not be consummated absent such approval being received in advance.
Service Shares of the Surviving Fund have
never been charged a Rule 12b-1 fee, so there will be no impact to the current fees and operating expenses of the Surviving Fund. However,
this amendment will remove the possibility that a Rule 12b-1 fee could be charged to this class in the future without shareholder approval.
As a result, the Registrant will be able to rely on Rule 17a-8 to reorganize Class F Shares of the Reorganizing Fund into Service Shares
of the Surviving Fund.
COMMENT 2. Q&A - Why has the Board of
Trustees recommended that I vote in favor of the Proposal? Bullet One.
Under the first bullet point we note the phrase
“comparable historical performance record.” Please revise to state more specifically that for the ten-year period the Surviving
Fund’s Institutional Shares outperformed the Reorganizing Fund shares. In addition, we question whether the performance of the classes
is comparable.
Also, in this bullet point and elsewhere in the
Registration Statement, we note the phrase “lower anticipated gross and net total operating expenses for each share class.”
Please disclose that the net total operating expenses of the Surviving Fund could increase after expiration of the expense limitation
and add that the expiration could occur March 1, 2025.
RESPONSE:
The Registrant will revise the disclosure
as follows (addition bold and underlined and deletions stricken):
“The Reorganizing
Fund’s shareholders will become shareholders of the Surviving Fund that, as compared to the Reorganizing Fund, has a similar duration
risk profile, greater assets, comparable historical performance record, lower contractual investment advisory fee rate,
and lower anticipated gross and net total operating expenses for each share class. The Surviving Fund’s net total operating
expenses could increase after the expiration of the Fund’s expense limitation agreement in March 1, 2025 if such expense limitation
agreement is not renewed. With respect to the one-year and five-year periods ended September 30, 2023, the Surviving Fund underperformed
the Reorganizing Fund. However, the Surviving Fund outperformed the Reorganizing Fund for the ten-year period ended September 30, 2023
and in four of the last five calendar years.”
COMMENT 3. Q&A - Why has the Board of
Trustees recommended that I vote in favor of the Proposal? Bullet Four.
Under the fourth bullet point we note the following:
“The pro forma total net operating expenses
of the Surviving Fund are expected to be substantially the same after the Reorganization, while the total gross operating expenses before
waivers are expected to be reduced.”
Please explain how the net operating expenses
will be the same if the gross operating expenses are expected to be reduced. In addition, how is this statement consistent with bullet
point one which states that there will be lower gross and net operating expenses in the Surviving Fund.
RESPONSE:
Supplementally, the Registrant confirms
that the Reorganization is not anticipated to impact the pro forma net operating expenses as reflected in the “Total Annual Fund
Operating Expenses After Fee Waivers and/or Expense Reimbursements” fee table line item of each Surviving Fund share class. While
the gross operating expenses of each class of the Surviving Fund are expected to be reduced as a result of the Reorganization, the pro
forma gross total annual operating fund operating expenses are anticipated to remain above the current Fee Limit of each class of the
Surviving Fund. Accordingly, the Adviser would continue to waive and/or reimburse expenses pursuant to the expense limitation agreement,
and the net operating expenses would continue to align with the applicable Fee Limit without change.
The Registrant also notes that bullet point
four is, in part, a discussion of the current Surviving Fund operating expenses as compared to the pro forma Surviving Fund operating
expenses. Bullet point one is, in part, a comparative statement that the Reorganizing Fund currently has higher gross and net operating
expenses than the Surviving Fund. The Registrant confirms that the Reorganizing Fund’s net operating expenses are higher than the
Surviving Fund’s net operating expenses.
COMMENT 4. Q&A – “How will
the Reorganization affect my investment?
a. Please clarify in the pro forma presentation that this reduction will only
be available through the expense waiver termination date and identify that date and that the net expenses could increase after this date.
b. In the second paragraph, please confirm supplementally whether the Adviser of the Reorganizing Fund
has any right to recoup waived fees and if these recoupment rights will be carried over after the reorganization. If yes, please disclose
these recoupment rights.
RESPONSE:
The Registrant will update the pro forma presentation
to be consistent with the Registrant’s response to Comment 2 above.
Supplementally, the Registrant confirms the Adviser
of the Reorganizing Fund has no arrangement for, or right to, recoup waived fees.
COMMENT 5. Q&A – Who will pay for
the Reorganization?
The Staff notes the following disclosure:
“The Adviser will pay the direct
and indirect expenses of the Reorganization (consisting primarily of legal and accounting fees), except that the Reorganizing Fund will
bear direct shareholder communication expenses, such as the cost of printing and mailing the prospectus supplements and Prospectus/Information
Statement relating to the Reorganization.”
Please add disclosure to the above statement
that the fees will be paid whether or not the Reorganization occurs.
RESPONSE:
The Registrant will revise the disclosure
as follows (addition bold and underlined):
“The Adviser will pay the direct
and indirect expenses of the Reorganization (consisting primarily of legal and accounting fees), except that the Reorganizing Fund will
bear direct shareholder communication expenses, such as the cost of printing and mailing the prospectus supplements and Prospectus/Information
Statement relating to the Reorganization. In each case, the fees will be paid whether or not the Reorganization occurs.”
COMMENT 6. Q&A – What should I do
in connection with the Reorganization?
The Staff notes the following disclosure:
“Please do not attempt to make the exchange
into the Surviving Fund yourself in advance of the Reorganization.”
Please add disclosure encouraging shareholders
to wait for the Reorganization in order to avoid any tax consequences related to a self-directed exchange. If there is another reason
that shareholders should not attempt to make an exchange themselves, please disclose this.
RESPONSE:
The Registrant will revise the disclosure
as follows (addition bold and underlined):
“Please do not attempt to make the exchange
into the Surviving Fund yourself in advance of the Reorganization. Doing so in advance of the Reorganization will result in a taxable
event. Exchanges that occur as part of the Reorganization will be tax-free.”
COMMENT 7. Prospectus/Proxy Statement Incorporation
by Reference List
We note that the SAI hyperlink in number one
should go directly to the SAI.
RESPONSE:
The Registrant notes that, due to technical constraints,
a URL cannot be applied to go directly to the first page of the referenced SAI. Unlike a hyperlink to a different location within
a single filing, a hyperlink from the Registration Statement to a separately filed document can only go to the first page of that separate
filing. As a result, the hyperlink to the incorporated by reference SAI can only go to the cover page of the Rule 485b filing that contains
the SAI, rather than directly to the first page of the SAI within that separate filing.
The Registrant verified that the URL applied
to the SAI is correct as contained in the filing.
COMMENT 8. Summary
Add a brief discussion and comparison of the
risk factors of the Reorganizing Fund and the Surviving Fund.
In addition, add a brief discussion of the investment
objective and policies and compare the differences.
RESPONSE:
The Registrant will revise the disclosure as follows (addition
bold and underlined):
“Each Fund’s investment objective
is to provide current income. The Funds have substantially similar principal investment strategies and substantially similar principal
risks, with both Funds primarily investing in investment-grade mortgage-backed securities (“MBS”) issued by or guaranteed
by the U.S. government and its agencies and instrumentalities. However, the Reorganizing Fund also includes in its principal investment
strategies commercial mortgage-backed securities (“CMBS”); non-agency MBS, which are those not issued or guaranteed by U.S.
government-sponsored enterprises (“GSEs”); and short sales of U.S. Treasury securities and futures contracts. The Surviving
Fund does not include these investments in its principal investment strategies. Because the Reorganizing Fund and the Surviving Fund have
the same investment objective and substantially similar principal investment strategies, certain of their principal risks are the same.
Differences between the principal risks of the Funds track the differences in the principal investment strategies described above. There
are no material differences between the fundamental investment limitations of the Reorganizing Fund and the Surviving Fund.”
COMMENT 9. Summary – Reasons for the
Proposed Reorganization
a. The paragraph beginning “By contrast …” the Staff notes
the concept of subsidizing the Reorganizing Fund in Romanette (i). What is the need to subsidize the Reorganizing Fund? Please clarify
and elaborate this statement.
b. In the paragraph beginning “In considering….”, the Staff
notes the disclosures in (A) and (B) and believes that the parenthetical disclosure in (B) regarding subsidizing the Reorganizing Fund
is not true. Reducing voluntary waivers would not increase assets and would only benefit the Adviser and its affiliates by increasing
their revenue. Revise the disclosure to track to the benefits described earlier.
RESPONSE:
The Registrant will revise the disclosure
as follows (addition bold and underlined and deletions stricken):
“By contrast, the Adviser and its
affiliates, with respect to the Reorganizing Fund, will benefit from the Reorganization as a result of: (i) the elimination of the need
to “subsidize” the Reorganizing Fund through waiving certain amounts of their respective fees and/or reimbursing expenses
of the Reorganizing Fund; and (ii) the increase in the assets of the Surviving Fund (which would increase asset-based fee revenue
for the Adviser and its affiliates). Except for these two benefits, the Adviser and its affiliates would not receive a monetary benefit
from the Reorganization.
In considering these benefits to the Adviser,
with respect to the Reorganizing Fund, the Adviser considered the fact that, instead of reorganizing the Reorganizing Fund in a Reorganization
that the Adviser believes will be beneficial to the Reorganizing Fund’s shareholders, the Adviser and its affiliates could have
either: (A) reduced their voluntary waivers on the Reorganizing Fund’s share classes (which could have provided the Adviser
with the same two benefits noted above); or (B) proposed to liquidate the Reorganizing Fund, (which could
have provided the Adviser with the first benefit noted above–the elimination of the need to “subsidize” the Reorganizing
Fund which would have been a taxable event for Reorganizing Fund shareholders), each of which could have
provided the Adviser with the first benefit noted above–the elimination of the need to “subsidize” the Reorganizing
Fund.”
COMMENT 10. Comparative Fee Tables Introduction
As referenced in Comment #2, please flow through
the disclosure that net expenses of the Surviving Fund could increase after the March 1, 2025 waiver expiration date.
RESPONSE:
The Registrant will apply disclosure changes
throughout the Registration Statement consistent with the response to Comment #2 above.
COMMENT 11. Class A Shares Fee Table
Please confirm the placement of Footnote
1 at the top of the Class A fee table is accurate.
RESPONSE:
The Registrant confirms that the first placement
of Footnote 1 is in error and will revise the fee table to remove the footnote from the header.
COMMENT 12. All Fee Tables
Please confirm supplementally the fees
and expenses are current for all share classes.
RESPONSE:
Supplementally, the Registrant confirms the Registration
Statement reflects the current fees and expenses for all share classes.
COMMENT 13. All Fee Tables
The Staff notes the following in the footnotes
of all fee tables:
“….. (after voluntary w