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Correspondence 0001623632-23-001524 from Federated Hermes Municipal Securities Income Trust (CIK 0000866700)

Federated Hermes Municipal Securities Income Trust (CIK 0000866700)
Date: Nov. 28, 2023 · CIK: 0000866700 · Accession: 0001623632-23-001524

AI Filing Summary & Sentiment

File numbers found in text: 811-06165

Date
November 28, 2023
Author
Not clearly detected
Form
CORRESP
Company
Federated Hermes Municipal Securities Income Trust (CIK 0000866700)

Letter

Division of Investment Management RE: FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST (the “Registrant”) Federated Hermes Michigan Intermediate Municipal Fund (the “Fund”) 1933 Act File No. 033-36729 1940 Act File No. 811-06165

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 November 7, 2023, regarding the Preliminary Proxy Statement of the above-referenced Registrant and Fund filed on November 1, 2023.

GENERAL COMMENTS.

The Registrant is responsible for the accuracy and adequacy of its disclosure notwithstanding review by the Staff.

The Registrant must file its responses on EDGAR. It is requested that the Registrant provide a courtesy notification to the Staff upon EDGAR acceptance of the correspondence. Comments must be fully resolved before the Proxy Statement is mailed.

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.

Please note that where a comment is made in one section such comment should be addressed in all other sections where it applies in the Registration Statement.

Once the liquidation occurs, all EDGAR codes and identifiers must be marked as inactive.

RESPONSE:

The Registrant will respond as requested.

COMMENT 1.

Please confirm supplementally that the Fund will stay current on all required filings through the final Form N-CEN filing.

RESPONSE:

The Registrant confirms that the Fund will stay current on all required filings through the final Form N-CEN filing.

COMMENT 2.

Please confirm supplementally that the Fund will undertake all reasonable efforts to locate the Fund’s shareholders.

RESPONSE:

The Registrant confirms that the Fund will undertake all reasonable efforts to locate the Fund’s shareholders.

COMMENT 3.

Please confirm supplementally that the Fund will determine the collectability of all receivables and that it will include in its liquidation costs anything that it believes will not be collected.

RESPONSE:

The Registrant confirms that the collectability of all Fund receivables will be reviewed and if the collectability of any are believed to be unlikely, they will be written off prior to liquidation.

COMMENT 4.

Please confirm supplementally whether Codification Topic 450 and FASB 5 will be used in accounting for the liquidation to ensure that the Fund has put aside the appropriate amount of assets to cover its liabilities.

RESPONSE:

The Registrant confirms that Codification Topic 450 and FASB 5 will be used in accounting for the liquidation. An analysis will be performed to ensure that an appropriate amount of cash is withheld from the liquidation proceeds to ensure that all liabilities of the Fund are satisfied.

COMMENT 5.

The preliminary Proxy Statement should have been marked as “Preliminary.” Please take this into account for future preliminary proxy statement filings.

RESPONSE:

The Registrant will reflect “Preliminary” as requested on any future preliminary proxy statement filings.

COMMENT 6.

In the first paragraph on page 1 of the Proxy Statement, please bold the following statement and move it up to the caption/heading of page 1:

“Proxy materials including this Proxy Statement, the Notice of Special Meeting of Shareholders (“Notice”) and the form of proxy are available online at the website listed on your proxy card(s)”

RESPONSE:

The Registrant will respond as requested.

COMMENT 7.

In the second paragraph on page 1 of the Proxy Statement, please include the total of liquidation costs including brokerage and transaction costs.

RESPONSE:

The Registrant will update the noted disclosure as shown below (additions bold and underlined):

“Given the Fund’s current portfolio disposition, transaction costs and brokerage expenses associated with the liquidation are estimated to be between $160,000 and $400,000, reflecting a range of reasonably anticipated market volatility during the first quarter of 2024 at which time the Fund’s portfolio will transition to cash in preparation for liquidation. The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by the Fund. In addition to solicitations through the mail, proxies may be solicited by officers, employees, and agents of the Fund. Such persons will receive no additional compensation for making such solicitations. In the event that a quorum is not reached in a timely manner, the Fund may also employ Broadridge Financial Solutions, Inc. as a proxy solicitor pursuant to its standard contract, the cost of which will be borne by the Fund and is estimated to be approximately $7,937. Solicitations by such persons may be by telephone, electronic mail, or otherwise. Any telephonic solicitations will follow procedures designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information, recording the shareholder’s instructions, and confirming the instructions with the shareholder after the fact. Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke, or otherwise change their voting instructions as shareholders submitting proxies in written form. The Fund will reimburse custodians, nominee entities and fiduciaries for the reasonable costs incurred by them in connection with forwarding solicitation materials to the beneficial owners of shares held of record by such persons.”

COMMENT 8.

In the fourth paragraph on page 1 of the Proxy Statement, please delete the following sentence or explain why it must be retained:

“The Fund’s Semi-Annual Report, which includes unaudited financial statements for the six months ended February 28, 2023, was mailed to shareholders on or about April 27, 2023.”

RESPONSE:

The Registrant will remove the noted disclosure.

COMMENT 9.

In paragraph 2 in the Summary section under “Proposal #1 – Approval of a Plan of Liquidation,” please delete all disclosures referencing that the Summary is qualified by the Plan of Liquidation provided later in the Proxy Statement. The Summary disclosure must stand on its own.

RESPONSE:

The Registrant will respond as requested.

COMMENT 10.

In paragraph 3 in the Summary section under “Proposal #1 – Approval of a Plan of Liquidation,” please disclose how much Fund expenses will increase due to the expiration of the Fund’s fee waivers.

RESPONSE:

The Registrant will update the noted disclosure as shown below (additions bold and underlined and deletions stricken):

“Shareholder approval of the Fund’s liquidation and dissolution is required before it can be liquidated and dissolved. For the reasons set forth below, the Board recommends that the shareholders of the Fund vote in favor of Proposal 1. If the Fund’s shareholders do not approve the Plan, the Fund will continue to exist in accordance with its stated investment objective, strategies and policies. There can be no guarantees that the Fund will continue to be managed in accordance with its investment objective, strategies and policies should the assets of the Fund continue to decline. In such a case, the Board would consider what, if any, steps to take concerning the future of the Fund.

In addition, the Adviser allowed the Fund’s fee waivers to expire without renewal following their termination date of November 1, 2023. Accordingly, the Fund will now bear all of its operating expenses, without limit or reimbursement by the Adviser., Aas reflected in the Fund’s most recently filed prospectus dated October 31, 2023, the total annual fund operating expenses for Class A and Institutional Shares of the Fund are listed as 1.49% and 1.24%, respectively.

Prior to the expiration of the Fund’s fee waivers, total annual fund operating expenses after the voluntary waivers and/or reimbursements (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) paid by the Fund’s Class A and Institutional Shares would not have exceeded 0.77% and 0.52%, respectively.”

COMMENT 11.

Paragraph 4 in the Summary section under “Proposal #1 – Approval of a Plan of Liquidation,” discloses that Fund shareholders may redeem their shares at any time prior to the liquidation date. The disclosure also notes that shareholders may exchange their shares into the same class of another eligible Federated Hermes fund. What is the definition of an eligible Federated Hermes fund? In addition, there are some funds disclosed that are exceptions to an exchange. Please clarify how these exceptions apply and whether these funds are available to shareholders.

RESPONSE:

The Registrant will update the noted disclosure as shown below (additions bold and underlined and deletions stricken):

“At any time prior to the Liquidation Date, shareholders of the Fund may redeem their shares of the Fund pursuant to the procedures set forth in the Fund’s Prospectus. Shareholders of the Fund’s Class A Shares may exchange shares of the Fund for shares of the same class of another eligible Federated Hermes fund provided the shareholder meets any applicable shareholder eligibility criteria and investment minimum for the Federated Hermes fund for which the shareholder is exchanging. Shareholders of the Fund’s Institutional Shares may exchange shares of the Fund for shares of any eligible Federated Hermes fund or share class that does not have a stated sales charge or contingent deferred sales charge, (except that exchanges are not permitted into Sshares of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional Prime Obligations Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of any Fund) if the shareholder meets the eligibility criteria and investment minimum for the Federated Hermes fund for which the shareholder is exchanging.”

COMMENT 12.

In the last paragraph in the Summary section under “Proposal #1 – Approval of a Plan of Liquidation,” it states that “the Fund may deviate from its stated investment objectives, strategies and policies, including in reliance on the temporary investments policy described in its prospectus to accommodate large cash flows and begin positioning the Fund for liquidation. It is anticipated that the Fund’s portfolio will be converted into cash on or prior to the Liquidation Date.”

The Staff does not believe that it is appropriate to operate this way prior to receiving shareholder approval of the liquidation. Please delete this and all similar disclosures or explain why it is appropriate to retain. For example, what will happen if shareholders do not approve the liquidation? The Staff does not believe that this is an appropriate use of the Fund’s Temporary Investments policy.

RESPONSE:

The Registrant will update the noted disclosure as shown below (additions bold and underlined and deletions stricken):

“In advance of the Special Meeting, the Fund may deviate from its stated investment objectives, strategies and policies, including in reliance on the temporary investments policy described in its prospectus to accommodate large cash flows and begin positioning the Fund for liquidation. If the liquidation is approved by shareholders, in advance of the Liquidation Date, the Fund may deviate from its stated investment objectives, strategies and policies to begin positioning the Fund for liquidation. It is anticipated that the Fund’s portfolio will be converted into cash on or prior to the Liquidation Date.”

COMMENT 13.

In the section “Reasons for Liquidation and Evaluation by the Board,” please revise to describe the factors and information that the Board considered in more detail rather than in conclusory terms. Please include considerations that are adverse to the proposal and whether the proposal was not unanimously approved. If not unanimous, please disclose any dissenting considerations.

Further, did the Fund’s Board consider alternatives such as a transfer of assets or merger? Please consider adding this to the disclosure.

Finally, please discuss any considerations by the Board relating to the tax impacts of the proposed liquidation.

RESPONSE:

The Registrant will replace the noted disclosure in its entirety as shown below:

“The Adviser has advised the Board that it believes liquidating the Fund will be in the best interest of the Fund’s shareholders and recommended that the Board and shareholders approve the Fund’s liquidation.

After reviewing and evaluating information provided by the Adviser, including the factors summarized below and other information in this Proxy Statement, at a meeting of the Board held on August 11, 2023, the Board, including all of the Independent Trustees, unanimously determined the Plan is in the best interests of the Fund and its shareholders, approved the Plan, and authorized the submission of the Plan to the Fund’s shareholders for their approval. The determinations were made on the basis of each Trustee’s judgment after consideration of all of the factors taken as a whole, though individual Trustees may have attributed different weights to various factors. In reviewing the Plan, the Board was assisted by counsel for the Fund, and the Independent Trustees also were separately assisted by independent legal counsel. The Trustees considered all factors they deemed pertinent in their business judgment, including the following:

· As of June 30, 2023, the Fund’s net assets under management were approximately $45.1 million, which represents a decline of more than 55% over the past six years from $108 million as of September 30, 2017.

· As a result of the Fund’s relatively low asset levels, and resulting increased expense ratios, the Adviser believes it will be difficult for the Fund to grow assets in the future, and the Fund may become too small to manage effectively and in accordance with the Fund’s investment strategies should assets continue this pattern of decline.

· The Fund will bear all expenses incurred by the Fund in carrying out the Plan, including any transaction or brokerage expenses incurred as a result of the disposition of Fund securities. Such expenses are estimated to be between $167,937 and $407,937.

· As a result of the expiration of the Fund’s fee waivers, the total annual fund operating expenses in the Fund’s most recently filed prospectus dated October 31, 2023 for Class A and Institutional Shares of the Fund are listed as 1.49% and 1.24%, respectively. Prior to the expiration of the Fund’s fee waivers, total annual fund operating expenses after the voluntary waivers and/or reimbursements (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) paid by the Fund’s Class A and Institutional Shares would not have exceeded 0.77% and 0.52%, respectively and certain transaction or brokerage expenses incurred as a result of the liquidation would have been covered by such waivers.

· The Board considered the terms and conditions of the Plan, as presented to the Board.

· The liquidation will be a taxable event to shareholders, but any capital loss carryforwards available to the Fund will be applied toward the calculations of any final capital gains distribution.

· The Board has previously considered alternatives to a liquidation for the Fund, including previously approving a reorganization of the Fund into an affiliated fund

Show Raw Text
CORRESP
1
filename1.htm

FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST

4000 Ericsson Drive

Warrendale, Pennsylvania 15086-7561

November 28, 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 MUNICIPAL SECURITIES
INCOME TRUST (the “Registrant”)

Federated Hermes Michigan Intermediate Municipal
Fund (the “Fund”)

1933 Act File No. 033-36729

1940 Act File No. 811-06165

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 November 7, 2023, regarding
the Preliminary Proxy Statement of the above-referenced Registrant and Fund filed on November 1, 2023.

GENERAL COMMENTS.

The Registrant is responsible for the accuracy and
adequacy of its disclosure notwithstanding review by the Staff.

The Registrant must file its responses on EDGAR.
It is requested that the Registrant provide a courtesy notification to the Staff upon EDGAR acceptance of the correspondence. Comments
must be fully resolved before the Proxy Statement is mailed.

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.

Please note that where a comment is made in one section
such comment should be addressed in all other sections where it applies in the Registration Statement.

Once the liquidation occurs, all EDGAR codes and
identifiers must be marked as inactive.

RESPONSE:

The Registrant will respond as requested.

COMMENT 1.

Please confirm supplementally that the Fund will
stay current on all required filings through the final Form N-CEN filing.

RESPONSE:

The Registrant confirms that the Fund will stay
current on all required filings through the final Form N-CEN filing.

COMMENT 2.

Please confirm supplementally that the Fund will
undertake all reasonable efforts to locate the Fund’s shareholders.

RESPONSE:

The Registrant confirms that the Fund will undertake
all reasonable efforts to locate the Fund’s shareholders.

COMMENT 3.

Please confirm supplementally that the Fund will
determine the collectability of all receivables and that it will include in its liquidation costs anything that it believes will not be
collected.

RESPONSE:

The Registrant confirms that the collectability
of all Fund receivables will be reviewed and if the collectability of any are believed to be unlikely, they will be written off prior
to liquidation.

COMMENT 4.

Please confirm supplementally whether Codification
Topic 450 and FASB 5 will be used in accounting for the liquidation to ensure that the Fund has put aside the appropriate amount of assets
to cover its liabilities.

RESPONSE:

The Registrant confirms that Codification Topic
450 and FASB 5 will be used in accounting for the liquidation. An analysis will be performed to ensure that an appropriate amount of cash
is withheld from the liquidation proceeds to ensure that all liabilities of the Fund are satisfied.

COMMENT 5.

The preliminary Proxy Statement should have been
marked as “Preliminary.” Please take this into account for future preliminary proxy statement filings.

RESPONSE:

The Registrant will reflect “Preliminary”
as requested on any future preliminary proxy statement filings.

COMMENT 6.

In the first paragraph on page 1 of the Proxy
Statement, please bold the following statement and move it up to the caption/heading of page 1:

“Proxy materials including this Proxy Statement,
the Notice of Special Meeting of Shareholders (“Notice”) and the form of proxy are available online at the website listed
on your proxy card(s)”

RESPONSE:

The Registrant will respond as requested.

COMMENT 7.

In the second paragraph on page 1 of the Proxy
Statement, please include the total of liquidation costs including brokerage and transaction costs.

RESPONSE:

The Registrant will update the noted disclosure
as shown below (additions bold and underlined):

“Given the Fund’s
current portfolio disposition, transaction costs and brokerage expenses associated with the liquidation are estimated to be between $160,000
and $400,000, reflecting a range of reasonably anticipated market volatility during the first quarter of 2024 at which time the Fund’s
portfolio will transition to cash in preparation for liquidation. The cost of the solicitation, including the printing and mailing
of proxy materials, will be borne by the Fund. In addition to solicitations through the mail, proxies may be solicited by officers, employees,
and agents of the Fund. Such persons will receive no additional compensation for making such solicitations. In the event that a quorum
is not reached in a timely manner, the Fund may also employ Broadridge Financial Solutions, Inc. as a proxy solicitor pursuant to its
standard contract, the cost of which will be borne by the Fund and is estimated to be approximately $7,937. Solicitations by such persons
may be by telephone, electronic mail, or otherwise. Any telephonic solicitations will follow procedures designed to ensure accuracy and
prevent fraud, including requiring identifying shareholder information, recording the shareholder’s instructions, and confirming
the instructions with the shareholder after the fact. Shareholders who communicate proxies by telephone or by other electronic means have
the same power and authority to issue, revoke, or otherwise change their voting instructions as shareholders submitting proxies in written
form. The Fund will reimburse custodians, nominee entities and fiduciaries for the reasonable costs incurred by them in connection with
forwarding solicitation materials to the beneficial owners of shares held of record by such persons.”

COMMENT 8.

In the fourth paragraph on page 1 of the Proxy
Statement, please delete the following sentence or explain why it must be retained:

“The Fund’s Semi-Annual Report, which
includes unaudited financial statements for the six months ended February 28, 2023, was mailed to shareholders on or about April 27, 2023.”

RESPONSE:

The Registrant will remove the noted disclosure.

COMMENT 9.

In paragraph 2 in the Summary section under “Proposal
#1 – Approval of a Plan of Liquidation,” please delete all disclosures referencing that the Summary is qualified by the Plan
of Liquidation provided later in the Proxy Statement. The Summary disclosure must stand on its own.

RESPONSE:

The Registrant will respond as requested.

COMMENT 10.

In paragraph 3 in the Summary section under “Proposal
#1 – Approval of a Plan of Liquidation,” please disclose how much Fund expenses will increase due to the expiration of the
Fund’s fee waivers.

RESPONSE:

The Registrant will update the noted disclosure
as shown below (additions bold and underlined and deletions stricken):

“Shareholder approval of the
Fund’s liquidation and dissolution is required before it can be liquidated and dissolved. For the reasons set forth below, the Board
recommends that the shareholders of the Fund vote in favor of Proposal 1. If the Fund’s shareholders do not approve the Plan, the
Fund will continue to exist in accordance with its stated investment objective, strategies and policies. There can be no guarantees that
the Fund will continue to be managed in accordance with its investment objective, strategies and policies should the assets of the Fund
continue to decline. In such a case, the Board would consider what, if any, steps to take concerning the future of the Fund.

In addition, the Adviser allowed the
Fund’s fee waivers to expire without renewal following their termination date of November 1, 2023. Accordingly, the Fund will now
bear all of its operating expenses, without limit or reimbursement by the Adviser., Aas
reflected in the Fund’s most recently filed prospectus dated October 31, 2023, the total annual fund operating expenses for
Class A and Institutional Shares of the Fund are listed as 1.49% and 1.24%, respectively.

Prior to the expiration of the
Fund’s fee waivers, total annual fund operating expenses after the voluntary waivers and/or reimbursements (excluding acquired fund
fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) paid by the Fund’s
Class A and Institutional Shares would not have exceeded 0.77% and 0.52%, respectively.”

COMMENT 11.

Paragraph 4 in the Summary section under “Proposal
#1 – Approval of a Plan of Liquidation,” discloses that Fund shareholders may redeem their shares at any time prior to the
liquidation date. The disclosure also notes that shareholders may exchange their shares into the same class of another eligible Federated
Hermes fund. What is the definition of an eligible Federated Hermes fund? In addition, there are some funds disclosed that are exceptions
to an exchange. Please clarify how these exceptions apply and whether these funds are available to shareholders.

RESPONSE:

The Registrant will update the noted disclosure
as shown below (additions bold and underlined and deletions stricken):

“At any time prior to the Liquidation
Date, shareholders of the Fund may redeem their shares of the Fund pursuant to the procedures set forth in the Fund’s Prospectus.
Shareholders of the Fund’s Class A Shares may exchange shares of the Fund for shares of the same class of another eligible
Federated Hermes fund provided the shareholder meets any applicable shareholder eligibility criteria and investment minimum for
the Federated Hermes fund for which the shareholder is exchanging. Shareholders of the Fund’s Institutional Shares may exchange
shares of the Fund for shares of any eligible Federated Hermes fund or share class that does not have a stated sales
charge or contingent deferred sales charge, (except that exchanges are not permitted into Sshares
of Federated Hermes Institutional Money Market Management, Federated Hermes Institutional Tax-Free Cash Trust, Federated Hermes Institutional
Prime Obligations Fund, Federated Hermes Institutional Prime Value Obligations Fund, no-load Class A Shares and Class R Shares of any
Fund) if the shareholder meets the eligibility criteria and investment minimum for the Federated Hermes fund for which the
shareholder is exchanging.”

COMMENT 12.

In the last paragraph in the Summary section
under “Proposal #1 – Approval of a Plan of Liquidation,” it states that “the Fund may deviate from its stated
investment objectives, strategies and policies, including in reliance on the temporary investments policy described in its prospectus
to accommodate large cash flows and begin positioning the Fund for liquidation. It is anticipated that the Fund’s portfolio will
be converted into cash on or prior to the Liquidation Date.”

The Staff does not believe that it is appropriate
to operate this way prior to receiving shareholder approval of the liquidation. Please delete this and all similar disclosures or explain
why it is appropriate to retain. For example, what will happen if shareholders do not approve the liquidation? The Staff does not believe
that this is an appropriate use of the Fund’s Temporary Investments policy.

RESPONSE:

The Registrant will update the noted disclosure
as shown below (additions bold and underlined and deletions stricken):

“In advance of the Special Meeting,
the Fund may deviate from its stated investment objectives, strategies and policies, including in reliance
on the temporary investments policy described in its prospectus to accommodate large cash flows and begin positioning the Fund
for liquidation. If the liquidation is approved by shareholders, in advance of the Liquidation Date, the Fund may deviate
from its stated investment objectives, strategies and policies to begin positioning the Fund for liquidation. It is anticipated
that the Fund’s portfolio will be converted into cash on or prior to the Liquidation Date.”

COMMENT 13.

In the section “Reasons for Liquidation
and Evaluation by the Board,” please revise to describe the factors and information that the Board considered in more detail rather
than in conclusory terms. Please include considerations that are adverse to the proposal and whether the proposal was not unanimously
approved. If not unanimous, please disclose any dissenting considerations.

Further, did the Fund’s Board consider
alternatives such as a transfer of assets or merger? Please consider adding this to the disclosure.

Finally, please discuss any considerations by
the Board relating to the tax impacts of the proposed liquidation.

RESPONSE:

The Registrant will replace the noted disclosure
in its entirety as shown below:

“The Adviser has advised the
Board that it believes liquidating the Fund will be in the best interest of the Fund’s shareholders and recommended that the Board
and shareholders approve the Fund’s liquidation.

After
reviewing and evaluating information provided by the Adviser, including the factors summarized below and other information in this Proxy
Statement, at a meeting of the Board held on August 11, 2023, the Board, including all of the Independent Trustees, unanimously determined
the Plan is in the best interests of the Fund and its shareholders, approved the Plan, and authorized
the submission of the Plan to the Fund’s shareholders for their approval. The determinations were made on the basis of each Trustee’s
judgment after consideration of all of the factors taken as a whole, though individual Trustees may have attributed different weights
to various factors. In reviewing the Plan, the Board was assisted by counsel for the Fund, and the Independent Trustees also were separately
assisted by independent legal counsel. The Trustees considered all factors they deemed pertinent in their business judgment, including
the following:

·
As of June 30, 2023, the Fund’s net assets under
management were approximately $45.1 million, which represents a decline of more than 55% over the past six years from $108 million as
of September 30, 2017.

·
As a result of the Fund’s relatively low asset
levels, and resulting increased expense ratios, the Adviser believes it will be difficult for the Fund to grow assets in the future, and
the Fund may become too small to manage effectively and in accordance with the Fund’s investment strategies should assets continue
this pattern of decline.

·
The Fund will bear all expenses incurred by the Fund
in carrying out the Plan, including any transaction or brokerage expenses incurred as a result of the disposition of Fund securities.
Such expenses are estimated to be between $167,937 and $407,937.

·
As a result of the expiration of the Fund’s fee
waivers, the total annual fund operating expenses in the Fund’s most recently filed prospectus dated October 31, 2023 for Class
A and Institutional Shares of the Fund are listed as 1.49% and 1.24%, respectively. Prior to the expiration of the Fund’s fee waivers,
total annual fund operating expenses after the voluntary waivers and/or reimbursements (excluding acquired fund fees and expenses, interest
expense, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) paid by the Fund’s Class A and Institutional
Shares would not have exceeded 0.77% and 0.52%, respectively and certain transaction or brokerage expenses incurred as a result of the
liquidation would have been covered by such waivers.

·
The Board considered the terms and conditions of the
Plan, as presented to the Board.

·
The liquidation will be a taxable event to shareholders,
but any capital loss carryforwards available to the Fund will be applied toward the calculations of any final capital gains distribution.

·
The Board has previously considered alternatives to a
liquidation for the Fund, including previously approving a reorganization of the Fund into an affiliated fund