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SEC Company Response from Federated Adviser Series (CIK 0001707560) — Jan 27, 2021

Federated Adviser Series (CIK 0001707560)
Date: Jan. 27, 2021 · CIK: 0001707560 · Accession: 0001623632-21-000066

AI Filing Summary & Sentiment

File numbers found in text: 333-218374, 811-23259

Date
January 27, 2021
Author
Not clearly detected
Form
CORRESP
Company
Federated Adviser Series (CIK 0001707560)

Letter

Division of Investment Management Institutional Shares (each a “Fund” or collectively, the “Funds”) 1933 Act File No. 333-218374 1940 Act File No. 811-23259

Dear Mr. Kane:

The Registrant is filing this correspondence to respond to additional comments of the Staff of the Securities and Exchange Commission (“Staff”), provided on January 21, 2021, regarding its Post-Effective Amendment No. 36 under the Securities Act of 1933 and Amendment No. 37 under the Investment Company Act of 1940 to the Registration Statement of the above-referenced Registrant and Funds filed on October 30, 2020. Unless noted otherwise, comment responses apply to both Funds.

COMMENT 1. Prospectus - Risk/Return Summary: Fees and Expenses

With respect to original Comment 4, the Staff reiterates its comment on the introductory paragraph to the Fees and Expenses table. It is the Staff’s position that all of the requested disclosure below is prescribed and required by Rule 6c-11 under the Investment Company Act of 1940 for all share classes of a fund, regardless of whether one or more are clean shares. Accordingly, please add the requested disclosure (additions shown as bold and underlined):

“This table describes the fees and expenses that you may pay if you buy, hold and sell Class A Shares (A) and Institutional Shares (IS) of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. If you purchase the Fund’s IS Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.”

RESPONSE:

As noted in its correspondence filed on January 13, 2021, the Registrant has complied with Staff’s comment to add the disclosure to the first sentence as described above.

With respect to the second sentence described above, the Registrant will add the second sentence as noted above the introductory paragraph to the Fees and Expenses table.

COMMENT 2. Prospectus - Risk/Return Summary: Fees and Expenses

With respect to original Comment 5, the Staff reiterates its comment on the introductory paragraph to the Fees and Expenses table to revise the third sentence to read as follows:

“If you purchase the Fund’s A Shares or IS Shares through a broker acting as an agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.”

In addition, please confirm supplementally that each Fund’s Class A Shares cannot be purchased through a financial intermediary or add disclosure that Class A Shares may be purchased through a financial intermediary.

RESPONSE:

The Registrant will respond as requested.

COMMENT 3. Prospectus - Risk/Return Summary: Fees and Expenses

With respect to original Comment 7, the Staff reiterates its position that Footnote 1 should be deleted since the Rule 12b-1 expenses disclosed are not currently charged by the Fund. This footnote is not permitted by Item 3 of Form N-1A. Dormant fees should be addressed in Item 12 disclosure.

RESPONSE:

The Registrant acknowledges the Staff’s additional comment and respectfully continues to believe that the footnote disclosure regarding the partially dormant Rule 12b-1 Fee of the Class A Shares is consistent with Instruction 3(d)(i) to Item 3 of Form N-1A and is material information for Fund investors. The Fund does not, and cannot, include the dormant portion of the 12b-1 Fee in the fee table itself.

However, the Registrant believes that it is important for shareholders to understand that: (1) the 12b-1 Fee has been approved by the Board; (2) provide the maximum allowable fee amount, as applicable; and (3) disclose that a portion of the 12b-1 Fee is not currently being charged and will not be incurred or charged until approved to be activated by the Board. While the Registrant agrees that this is also relevant Item 12 information (and confirms it is included in the Item 12 disclosure in the prospectuses), the Registrant believes the most appropriate manner by which to bring this information to the shareholder’s attention is to include it in the summary prospectus. Therefore, the Registrant respectfully declines to make any changes in response to this comment.

COMMENT 4. Prospectus - Risk/Return Summary: Fees and Expenses

With respect to original Comment 8, the Staff reiterates its position that Footnote 2 in each Fund’s fee table should be deleted since the dormant service fees disclosed are not currently charged by the Fund. This footnote is not permitted by Item 3 of Form N-1A. Dormant fees should be addressed in Item 12 disclosure.

RESPONSE:

The Registrant acknowledges the Staff’ additional comment and respectfully continues to believe that confirms that the presentation of the dormant fee in the respective footnotes is consistent with Instruction 3(d)(i) to Item 3 of Form N-1A and is material information for each Fund’s investors. The Funds do not, and cannot, include the dormant service fees in the fee table itself. The dormant fee will not be incurred or charged unless and until approved to be activated by the Board, including a majority of the Independent Trustees, and followed by appropriate notification to shareholders, including (as necessary) a supplement to the prospectus fee table.

However, the Registrant believes that it is important for shareholders to understand that: (1) the dormant fee has been approved by the Board, (2) provide the maximum allowable fee amount, as applicable and (3) disclose that the dormant fee is not currently being charged and will not be incurred or charged until approved to be activated by the Board. While the Registrant agrees that this is also relevant Item 12 information (and confirms it is included in the Item 12 disclosure in the prospectuses), the Registrant believes the most appropriate manner by which to bring this information to the shareholder’s attention is to include it in the summary prospectus. Therefore, the Registrant respectfully declines to make any changes in response to this comment.

COMMENT 5. Prospectus - Risk/Return Summary: Fees and Expenses Example

With respect to original Comment 9, the Staff reiterates its position that the references to “on their own initiative” and “voluntary waivers and/or reimbursements” in Footnote 3 should be deleted to avoid shareholder confusion regarding the Funds’ commitments to waive and/or reimburse certain amounts for minimum period of one year.

RESPONSE:

The Registrant acknowledges the Staff’s additional comment and continues to affirm its position that the language used is consistent with the voluntary agreement by each Fund’s Adviser and certain of its affiliates, on their own initiative, to commit to waive certain amounts of their respective fees and/or reimburse expenses and enter into these agreements with each Fund’s Board of Trustees (Boards) unless or until the Funds’ Boards approve terminating or increasing the waivers, thus creating an agreed rate that must be maintained for a year unless a change is approved by the Boards. Each Fund’s Fee Limit, as defined in Footnote 3, is the threshold for total fund operating expenses under each Fund’s fee waiver and/or expense reimbursement arrangements. Please note that, from time to time, there may be additional voluntary waivers, over and above the one-year committed waiver, but those are not permitted to be reflected in the fee table per Form N-1A. Therefore, the Registrant respectfully declines to make changes to the disclosure regarding voluntary waivers and reimbursements.

COMMENT 6. Prospectus - Risk/Return Summary: Fees and Expenses (FHCMF Only)

With respect to original Comment 10, the Staff again references the italicized supplemental paragraph under Footnote 3. Please confirm that 1) the Acquired Fund Fees and Expenses estimate includes the Fund’s investment in Federated Hermes Institutional Money Market Management and 2) the Fee Waivers and/or Expense Reimbursements reflects the reduction in the Fund’s Management Fee with respect to the amount of its net assets invested in the Underlying Fund.

RESPONSE:

The Registrant confirms 1) the Acquired Fund Fees and Expenses estimate includes the Fund’s investment in Federated Hermes Institutional Money Market Management and 2) the Fee Waivers and/or Expense Reimbursements reflect the reduction of the Fund’s Management Fee with respect to the amount of its net assets invested in the Underlying Fund.

COMMENT 7. Prospectus - Risk/Return Summary: Fees and Expenses Example

With respect to original Comment 12, the Staff reiterates its comment to clarify that the waived/reimbursed expenses are only shown for the first year.

RESPONSE:

The Registrant confirms that the calculations reflected in each Fund’s Examples are based upon gross expenses and do not include any fee waivers or expense reimbursements for any period. In response to the Staff’s comment, the Registrant will add the following disclosure (addition bold and underlined):

“The Example assumes that you invest $10,000 for the time periods indicated and then redeem or hold all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that operating expenses (excluding any sales loads on reinvested dividends, fee waivers and/or expense reimbursements) are as shown in the table above and remain the same. The expenses used to calculate the Fund’s examples do not include fee waivers or expense reimbursements. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:”

COMMENT 8. Prospectus - Risk/Return Summary: Performance Bar Chart and Table – FHCMF Only

With respect to original Comment 13, the Staff questions the intention of FHCMF to use the ICE BofA 3 Month Treasury Bill Index as its broad-based securities market index.

RESPONSE: The Registrant notes that the term “appropriate broad-based securities market index” is defined in Instruction 5 to Item 27(b) of Form N-1A as an index that is “administered by an organization that is an unaffiliated person of the Fund, its investment adviser, or principal underwriter, unless the index is widely recognized and used.” The Registrant notes that the ICE BofA 3 Month Treasury Bill Index (the “Index”) meets all relevant requirements. The Registrant believes that the Index is consistent with the Fund’s investment objective to provide current income consistent with capital preservation while maintaining liquidity by executing its “microshort” strategy. The Registrant further believes that a short-term cash index, such as the Index, provides a helpful and appropriate comparison for investors to evaluate the Fund, given its stated investment objective and strategies. Additionally, the Registrant also notes that several funds in the Morningstar Ultrashort Bond Category, the peer group for the Fund, also use the ICE BofA 3 Month Treasury Bill Index as their broad-based securities market index.

COMMENT 9: Prospectus - Risk/Return Summary: Strategy

With respect to original Comment 21, the Staff believes that the plain English description of “Microshort” should be clarified in Items 4 and 9 so that it more clearly refers to an average portfolio maturity of less than 180 days, as the Staff believes that such description would be more consistent with a “microshort” strategy.

RESPONSE:

The Registrant will make the following changes to the noted disclosure (deletions stricken and additions are bold and underlined):

“Although the value of the Fund’s shares will fluctuate, the Adviser seeks to maintain a low degree of share price fluctuation by executing a "microshort" strategy. The Adviser considers a “microshort” strategy to be consistent with a relatively short dollar-weighted average portfolio maturity which, in the case of the Fund, will generally be limited to a maximum of 180 days. generally limits the Fund’s dollar-weighted average maturity to be no greater than 180 days. Under normal market conditions, individual securities’ maturities will not exceed a 2.5 years maturity for fixed rate securities and a 3 years maturity for floating rate securities.”

COMMENT 10. Prospectus – Summary: Risks (FHCMMF Only)

With respect to original Comment 34, the Staff reiterates its position that the Fund should disclose the impact of COVID-19 specifically on municipal securities. The inclusion of a phrase regarding “local governments and states” to the existing Epidemic and Pandemic Risk disclosure is not prominent enough in our view.

RESPONSE:

The Registrant has considered the Staff’s additional comment and will add a third paragraph under “Epidemic and Pandemic Risk,” which appears as a sub-section under “Risk Related to the Economy” in the Prospectus (additions are bold and underlined).

Epidemic and Pandemic Risk

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread globally (“COVID-19”). This coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, and disruptions to supply chains, workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this coronavirus may be short-term or may last for an extended period of time and result in a substantial economic downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in the future, could negatively affect the worldwide economy, as well as the economies of individual countries, local governments and states, individual companies (including fund service providers) and the market in general in significant and unforeseen ways. Any such impact could adversely affect the Fund’s performance.

The United States has responded to the COVID-19 pandemic and resulting economic distress with fiscal and monetary stimulus packages. In late March 2020, the government passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), a stimulus package providing for over $2.2 trillion in resources to small businesses, state and local governments, and individuals that have been adversely impacted by the COVID-19 pandemic. In addition, in mid-March 2020 the U.S. Federal Reserve (“Fed”) cut interest rates to historically low levels and has announced a new round of quantitative easing, including purchases of corporate and municipal government bonds. The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including expanding its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system; establishing swap lines with other major central banks to provide dollar funding; establishing a program to support money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. The Fed also plans to extend credit to small- and medium-sized businesses.

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Show Raw Text
CORRESP
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filename1.htm

FEDERATED HERMES ADVISER SERIES

4000 Ericsson Drive

Warrendale, Pennsylvania 15086-7561

January 27, 2021

Quinn Kane

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549-4720

    RE:

        FEDERATED HERMES ADVISER SERIES (the “Registrant”)

        Federated Hermes Conservative Microshort Fund (“FHCMF”)

        Class A Shares

        Institutional Shares

        Federated Hermes Conservative Municipal Microshort Fund (“FHCMMF”)

        Class A Shares

        Institutional Shares

        (each a “Fund” or collectively, the “Funds”)

        1933 Act File No. 333-218374

        1940 Act File No. 811-23259

Dear Mr. Kane:

The Registrant is filing this correspondence
to respond to additional comments of the Staff of the Securities and Exchange Commission (“Staff”), provided on January
21, 2021, regarding its Post-Effective Amendment No. 36 under the Securities Act of 1933 and Amendment No. 37 under the Investment
Company Act of 1940 to the Registration Statement of the above-referenced Registrant and Funds filed on October 30, 2020. Unless
noted otherwise, comment responses apply to both Funds.

COMMENT 1. Prospectus - Risk/Return
Summary: Fees and Expenses

With respect to original Comment 4, the
Staff reiterates its comment on the introductory paragraph to the Fees and Expenses table. It is the Staff’s position that
all of the requested disclosure below is prescribed and required by Rule 6c-11 under the Investment Company Act of 1940 for all
share classes of a fund, regardless of whether one or more are clean shares. Accordingly, please add the requested disclosure (additions
shown as bold and underlined):

“This table describes
the fees and expenses that you may pay if you buy, hold and sell Class A Shares (A) and Institutional Shares (IS)
of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are
not reflected in the tables and examples below. If you purchase the Fund’s IS Shares through a broker acting as an
agent on behalf of its customers, you may be required to pay a commission to such broker; such commissions, if any, are not reflected
in the Example below.”

RESPONSE:

As noted in its correspondence filed on
January 13, 2021, the Registrant has complied with Staff’s comment to add the disclosure to the first sentence as described
above.

With respect to the second sentence described
above, the Registrant will add the second sentence as noted above the introductory paragraph to the Fees and Expenses table.

COMMENT 2. Prospectus - Risk/Return
Summary: Fees and Expenses

With respect to original Comment 5, the
Staff reiterates its comment on the introductory paragraph to the Fees and Expenses table to revise the third sentence to read
as follows:

“If you purchase the
Fund’s A Shares or IS Shares through a broker acting as an agent on behalf of its customers, you may be required
to pay a commission to such broker; such commissions, if any, are not reflected in the Example below.”

In addition, please confirm supplementally
that each Fund’s Class A Shares cannot be purchased through a financial intermediary or add disclosure that Class A Shares
may be purchased through a financial intermediary.

RESPONSE:

The Registrant will respond as requested.

COMMENT 3. Prospectus - Risk/Return
Summary: Fees and Expenses

With respect to original Comment 7, the
Staff reiterates its position that Footnote 1 should be deleted since the Rule 12b-1 expenses disclosed are not currently charged
by the Fund. This footnote is not permitted by Item 3 of Form N-1A. Dormant fees should be addressed in Item 12 disclosure.

RESPONSE:

The Registrant acknowledges the Staff’s
additional comment and respectfully continues to believe that the footnote disclosure regarding the partially dormant Rule 12b-1
Fee of the Class A Shares is consistent with Instruction 3(d)(i) to Item 3 of Form N-1A and is material information for Fund investors.
The Fund does not, and cannot, include the dormant portion of the 12b-1 Fee in the fee table itself.

However, the Registrant believes that
it is important for shareholders to understand that: (1) the 12b-1 Fee has been approved by the Board; (2) provide the maximum
allowable fee amount, as applicable; and (3) disclose that a portion of the 12b-1 Fee is not currently being charged and will not
be incurred or charged until approved to be activated by the Board. While the Registrant agrees that this is also relevant Item
12 information (and confirms it is included in the Item 12 disclosure in the prospectuses), the Registrant believes the most appropriate
manner by which to bring this information to the shareholder’s attention is to include it in the summary prospectus. Therefore,
the Registrant respectfully declines to make any changes in response to this comment.

COMMENT 4. Prospectus - Risk/Return
Summary: Fees and Expenses

With respect to original Comment 8, the
Staff reiterates its position that Footnote 2 in each Fund’s fee table should be deleted since the dormant service fees disclosed
are not currently charged by the Fund. This footnote is not permitted by Item 3 of Form N-1A. Dormant fees should be addressed
in Item 12 disclosure.

RESPONSE:

The Registrant acknowledges the Staff’
additional comment and respectfully continues to believe that confirms that the presentation of the dormant fee in the respective
footnotes is consistent with Instruction 3(d)(i) to Item 3 of Form N-1A and is material information for each Fund’s investors.
The Funds do not, and cannot, include the dormant service fees in the fee table itself. The dormant fee will not be incurred or
charged unless and until approved to be activated by the Board, including a majority of the Independent Trustees, and followed
by appropriate notification to shareholders, including (as necessary) a supplement to the prospectus fee table.

However, the Registrant believes that
it is important for shareholders to understand that: (1) the dormant fee has been approved by the Board, (2) provide the maximum
allowable fee amount, as applicable and (3) disclose that the dormant fee is not currently being charged and will not be incurred
or charged until approved to be activated by the Board. While the Registrant agrees that this is also relevant Item 12 information
(and confirms it is included in the Item 12 disclosure in the prospectuses), the Registrant believes the most appropriate manner
by which to bring this information to the shareholder’s attention is to include it in the summary prospectus. Therefore,
the Registrant respectfully declines to make any changes in response to this comment.

COMMENT 5. Prospectus - Risk/Return
Summary: Fees and Expenses Example

With respect to original Comment 9, the
Staff reiterates its position that the references to “on their own initiative” and “voluntary waivers and/or
reimbursements” in Footnote 3 should be deleted to avoid shareholder confusion regarding the Funds’ commitments to
waive and/or reimburse certain amounts for minimum period of one year.

RESPONSE:

The Registrant acknowledges the Staff’s
additional comment and continues to affirm its position that the language used is consistent with the voluntary agreement by each
Fund’s Adviser and certain of its affiliates, on their own initiative, to commit to waive certain amounts of their respective
fees and/or reimburse expenses and enter into these agreements with each Fund’s Board of Trustees (Boards) unless or until
the Funds’ Boards approve terminating or increasing the waivers, thus creating an agreed rate that must be maintained for
a year unless a change is approved by the Boards. Each Fund’s Fee Limit, as defined in Footnote 3, is the threshold for total
fund operating expenses under each Fund’s fee waiver and/or expense reimbursement arrangements. Please note that, from time
to time, there may be additional voluntary waivers, over and above the one-year committed waiver, but those are not permitted to
be reflected in the fee table per Form N-1A. Therefore, the Registrant respectfully declines to make changes to the disclosure
regarding voluntary waivers and reimbursements.

COMMENT 6. Prospectus - Risk/Return
Summary: Fees and Expenses (FHCMF Only)

With respect to original Comment 10, the
Staff again references the italicized supplemental paragraph under Footnote 3. Please confirm that 1) the Acquired Fund Fees and
Expenses estimate includes the Fund’s investment in Federated Hermes Institutional Money Market Management and 2) the Fee
Waivers and/or Expense Reimbursements reflects the reduction in the Fund’s Management Fee with respect to the amount of its
net assets invested in the Underlying Fund.

RESPONSE:

The Registrant confirms 1) the Acquired Fund
Fees and Expenses estimate includes the Fund’s investment in Federated Hermes Institutional Money Market Management and 2)
the Fee Waivers and/or Expense Reimbursements reflect the reduction of the Fund’s Management Fee with respect to the amount
of its net assets invested in the Underlying Fund.

COMMENT 7. Prospectus - Risk/Return
Summary: Fees and Expenses Example

With respect to original Comment 12, the
Staff reiterates its comment to clarify that the waived/reimbursed expenses are only shown for the first year.

RESPONSE:

The Registrant confirms that the calculations
reflected in each Fund’s Examples are based upon gross expenses and do not include any fee waivers or expense reimbursements
for any period. In response to the Staff’s comment, the Registrant will add the following disclosure (addition bold and underlined):

“The Example assumes
that you invest $10,000 for the time periods indicated and then redeem or hold all of your Shares at the end of those periods.
The Example also assumes that your investment has a 5% return each year and that operating expenses (excluding any sales loads
on reinvested dividends, fee waivers and/or expense reimbursements) are as shown in the table above and remain the same. The
expenses used to calculate the Fund’s examples do not include fee waivers or expense reimbursements. Although your
actual costs and returns may be higher or lower, based on these assumptions your costs would be:”

COMMENT 8. Prospectus - Risk/Return
Summary: Performance Bar Chart and Table – FHCMF Only

With respect to original Comment 13, the
Staff questions the intention of FHCMF to use the ICE BofA 3 Month Treasury Bill Index as its broad-based securities market index.

RESPONSE: The Registrant notes
that the term “appropriate broad-based securities market index” is defined in Instruction 5 to Item 27(b) of Form N-1A
as an index that is “administered by an organization that is an unaffiliated person of the Fund, its investment adviser,
or principal underwriter, unless the index is widely recognized and used.” The Registrant notes that the ICE BofA 3 Month
Treasury Bill Index (the “Index”) meets all relevant requirements. The Registrant believes that the Index is consistent
with the Fund’s investment objective to provide current income consistent with capital preservation while maintaining liquidity
by executing its “microshort” strategy. The Registrant further believes that a short-term cash index, such as the Index,
provides a helpful and appropriate comparison for investors to evaluate the Fund, given its stated investment objective and strategies.
Additionally, the Registrant also notes that several funds in the Morningstar Ultrashort Bond Category, the peer group for the
Fund, also use the ICE BofA 3 Month Treasury Bill Index as their broad-based securities market index.

COMMENT 9: Prospectus - Risk/Return Summary: Strategy

With respect to original Comment 21, the
Staff believes that the plain English description of “Microshort” should be clarified in Items 4 and 9 so that it more
clearly refers to an average portfolio maturity of less than 180 days, as the Staff believes that such description would be more
consistent with a “microshort” strategy.

RESPONSE:

The Registrant will make the following
changes to the noted disclosure (deletions stricken and additions are bold and underlined):

“Although the value of
the Fund’s shares will fluctuate, the Adviser seeks to maintain a low degree of share price fluctuation by executing a "microshort"
strategy. The Adviser considers a “microshort” strategy to be consistent with a relatively short dollar-weighted
average portfolio maturity which, in the case of the Fund, will generally be limited to a maximum of 180 days. generally
limits the Fund’s dollar-weighted average maturity to be no greater than 180 days. Under normal market conditions,
individual securities’ maturities will not exceed a 2.5 years maturity
for fixed rate securities and a 3 years maturity for floating rate securities.”

COMMENT 10. Prospectus – Summary: Risks (FHCMMF Only)

With respect to original Comment 34, the
Staff reiterates its position that the Fund should disclose the impact of COVID-19 specifically on municipal securities. The inclusion
of a phrase regarding “local governments and states” to the existing Epidemic and Pandemic Risk disclosure is not prominent
enough in our view.

RESPONSE:

The Registrant has considered the Staff’s
additional comment and will add a third paragraph under “Epidemic and Pandemic Risk,” which appears as a sub-section
under “Risk Related to the Economy” in the Prospectus (additions are bold and underlined).

Epidemic and Pandemic Risk

An outbreak of respiratory disease caused by a
novel coronavirus was first detected in China in December 2019 and subsequently spread globally (“COVID-19”). This
coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines,
cancellations, and disruptions to supply chains, workflow operations and consumer activity, as well as general concern and uncertainty.
The impact of this coronavirus may be short-term or may last for an extended period of time and result in a substantial economic
downturn. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social
and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in the future, could negatively
affect the worldwide economy, as well as the economies of individual countries, local governments and states, individual
companies (including fund service providers) and the market in general in significant and unforeseen ways. Any such impact could
adversely affect the Fund’s performance.

The United States has responded to the COVID-19
pandemic and resulting economic distress with fiscal and monetary stimulus packages. In late March 2020, the government passed
the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), a stimulus package providing for over $2.2
trillion in resources to small businesses, state and local governments, and individuals that have been adversely impacted by the
COVID-19 pandemic. In addition, in mid-March 2020 the U.S. Federal Reserve (“Fed”) cut interest rates to historically
low levels and has announced a new round of quantitative easing, including purchases of corporate and municipal government bonds.
The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including expanding
its reverse repurchase agreement operations, adding $1.5 trillion of liquidity to the banking system; establishing swap lines with
other major central banks to provide dollar funding; establishing a program to support money market funds; easing various bank
capital buffers; providing funding backstops for businesses to provide bridging loans for up to four years; and providing funding
to help credit flow in asset-backed securities markets. The Fed also plans to extend credit to small- and medium-sized businesses.

The
costs as