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SEC Company Response from Federated Adviser Series (CIK 0001707560) — Jul 23, 2021

Federated Adviser Series (CIK 0001707560)
Date: July 23, 2021 · CIK: 0001707560 · Accession: 0001623632-21-000814

AI Filing Summary & Sentiment

File numbers found in text: 333-257016, 333-257017, 333-257018, 333-257019, 333-257020, 333-257021, 811-1, 811-21904, 811-2677, 811-4577, 811-7141

Date
July 23, 2021
Author
Not clearly detected
Form
CORRESP
Company
Federated Adviser Series (CIK 0001707560)

Letter

Division of Investment Management FEDERATED HERMES WORLD INVESTMENT SERIES 333-257021 811-7141 (each a “Registrant,” collectively, the “Registrants”)

Dear Mr. Cowan:

The Registrants are filing this correspondence to respond to comments of the Staff of the Securities and Exchange Commission (“Staff”), provided on July 7, 2021, regarding their Preliminary Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), as filed on June 11, 2021.

The Registrants named above, except Federated Hermes MDT Series, each filed an identical Prospectus/Proxy Statement and Statement of Additional Information (“SAI”). Federated Hermes MDT Series filed a separate Prospectus/Proxy Statement and SAI.

Prospectus/Proxy Statement – Federated Hermes MDT Series

COMMENT 1. Heading on Page One

Please change the heading on page one from “Prospectus/Proxy Statement” to “Q&A.”

RESPONSE:

The Registrant will add a heading for “Questions and Answers” before the first question “Why am I being asked to vote.”

COMMENT 2. Q&A - Virtual Meeting Requirements

As the meeting will be held via the internet, please confirm that all the requirements for virtual meetings will be complied with. We refer you to the requirements from the guidance on virtual meetings: https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns?auHash=zrsDVFen7QmUL6Xou7EIHYov4Y6IfrRTjW3KPSVukQs

RESPONSE:

The Registrant confirms that all requirements for virtual meetings as outlined in the noted guidance will be complied with.

COMMENT 3. Q&A – AIC Board of Trustees Recommendation

Under the fourth bullet point, please delete the phrase “all of which may benefit the performance …” The Staff generally doesn’t allow for statements regarding future performance. See Rule 156 under the Securities Act of 1933.

RESPONSE:

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

The Federated Hermes Funds Adviser and Hancock Horizon Funds Adviser also believe the Reorganizations could provide the potential for greater efficiencies and investment opportunities over time, all of which may benefit the performance of the Federated Hermes Fund.

COMMENT 4. Q&A – How Will the Reorganizations Affect my Investment?

Under the second bullet point:

a. In the second sentence, insert “aggregate” in the phrase “based on the aggregate net asset value of the Hancock Horizon Fund shares …

b. In the third sentence, insert “net asset value” to replace the phrase “values of the assets.”

RESPONSE:

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

You will receive the number of shares of the Federated Hermes MDT Small Cap Core Fund based on the aggregate net asset value of the Hancock Horizon Fund shares that you own at the time of the Reorganization. However, because the net asset value values of the assets of each Hancock Horizon Fund will be determined for these purposes in accordance with the Federated Hermes MDT Small Cap Core Fund’s valuation procedures (and not the Hancock Horizon Funds’ valuation procedures), there can be no guarantee that there will not be differences in valuation between the value of your investment immediately before the Reorganization (calculated using the Hancock Horizon Funds’ valuation procedures) and the value of your investment immediately after the Reorganization.

COMMENT 5. Q&A – How Will the Reorganization Affect my Fees?

a. Summarize the effect on fees as a result of the proposed reorganization in the narrative (e.g., fees would be lower on a net and gross basis, though net fees would go up after 1 year).

b. The charts are hard to follow. Individual charts may be more useful visually.

c. In order to keep this as readable as possible, please delete each footnote to the table since a cross reference to the comparative fee tables is already included.

RESPONSE:

The Registrant will revise the disclosure as shown below (deletions stricken, additions bold and underlined). The Registrant will also delete the footnotes from this table.

Please see the table below reflecting the pre-Reorganization total annual operating expenses for each of the Hancock Horizon Funds and classes, on a gross and net basis, and the anticipated post-Reorganization total annual operating expenses of the Federated Hermes Fund and classes, on both a gross and net basis. The Federated Hermes Fund has competitive expense ratios with lower gross expense ratios and net expense ratios after waivers when compared to the Hancock Horizon Funds.

In addition, the Registrant notes that certain formatting relating to this chart and others was not incorporated into the courtesy copies of the prospectus/proxy statements provided to the Staff for their review, although it was correctly incorporated in the filings on EDGAR. The Registrant has undertaken to review all charts and tables to identify areas where the tables can be reformatted to assist shareholder review. For example, the Registrant has included below an excerpt of the chart addressed in this comment showing how individual reorganizations are isolated using alternating grey and white rows to better lead the eye of readers to which funds and classes they should be comparing. The Registrant will also update the relevant table header to refer to the “Corresponding Federated Hermes Fund” to further assist shareholder review.

Hancock Horizon Fund Pre-Reorganization

Total Annual

Operating Expenses

Gross/Net Corresponding Federated Hermes Fund Post-Reorganization

Total Annual

Operating Expenses

Gross/Net*

Hancock Horizon Burkenroad Small Cap Fund

Federated Hermes MDT Small Cap Core Fund

Institutional 1.21%/1.00% Institutional 1.06%/0.89%

Investor 1.46%/1.25% Class A 1.41%/1.14%

Class D 1.71%/1.50% Class A 1.41%/1.14%

Hancock Horizon Microcap Fund

Federated Hermes MDT Small Cap Core Fund

Institutional 1.54%/1.30% Institutional 1.06%/0.89%

Investor 1.79%/1.55% Class A 1.41%/1.14%

COMMENT 6. Q&A – Who Will Pay for the Reorganizations?

a. The Staff notes the phrase “qualification of shares of the Federated Hermes Fund.” It is not clear to us what this means. Please explain or clarify.

b. The Staff notes the below disclosure. Provide an estimate of these costs, including what cost will be on per share basis and capital gain impact.

… (ii) to the extent that any transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the transfer or sale and purchase of portfolio securities. The Funds shall be responsible for their respective transaction expenses associated with the sale and purchase of portfolio securities.

RESPONSE:

a. The Registrant will revise the noted disclosure as shown below (deletions stricken, additions bold and underlined):

(i) the Federated Hermes Funds will bear expenses, if any, associated with the qualification registration of shares of the Federated Hermes Funds for sale in the various states;

b. The Registrant will revise the noted disclosure as shown below (deletions stricken, additions bold and underlined):

(ii) to the extent that any transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the transfer or sale and purchase of portfolio securities. The Funds shall be responsible for their respective transaction expenses associated with the sale and purchase of portfolio securities. However, as each security held by each Hancock Horizon Fund is eligible to be held by the Federated Hermes Fund, the amount of transaction costs incurred by the Hancock Horizon Funds and the Federated Hermes Fund in connection with these potential sales and acquisitions of portfolio securities is not expected to be material and is not expected to cause a material capital gain impact based on an analysis of each Fund’s portfolio as of June 30, 2021. (Please refer to “Information About the Reorganizations – Costs of Reorganizations” in the attached Prospectus/Proxy Statement for further information.)

COMMENT 7. Summary

The Staff notes the following disclosure:

“The Hancock Horizon Funds Adviser and Federated Hermes Funds Adviser believe that the investment objectives, policies, risks and limitations of each Hancock Horizon Fund and the surviving Federated Hermes Fund are similar and that the Federated Hermes Fund has competitive expense ratios with lower net expense ratios after waivers when compared to the Hancock Horizon Funds.”

Noting the use of the word “competitive,” are the Federated Hermes Fund gross expenses not lower as well? Revise accordingly.

RESPONSE:

The Registrant confirms the Federated Hermes Fund gross expenses are lower as well. Accordingly, the Registrant will revise the noted disclosure as shown below (deletions stricken, additions bold and underlined):

The Hancock Horizon Funds Adviser and Federated Hermes Funds Adviser believe that the investment objectives, policies, risks and limitations of each Hancock Horizon Fund and the surviving Federated Hermes Fund are similar and that the Federated Hermes Fund has competitive expense ratios with lower gross expense ratios and net expense ratios after waivers when compared to the Hancock Horizon Funds.

COMMENT 8. Summary

With respect to the performance chart, this is a little difficult to see the relevant performance comparisons. Is there a better way to format this?

RESPONSE:

Please refer to the Registrants’ response to Comment 5 above and the specific example of this table below.

Fund 1 Year 5 Year 10 Year

Hancock Horizon Burkenroad Small Cap Fund Institutional Class 92.57% 10.41% 9.58%

Federated Hermes MDT Small Cap Core Fund Institutional Shares 95.56% 15.34% 12.44%

Hancock Horizon Burkenroad Small Cap Fund Class D 91.57% 10.04% 9.26%

Hancock Horizon Burkenroad Small Cap Fund Investor Class 92.13% 10.20% 9.47%

Federated Hermes MDT Small Cap Core Fund Class A 95.17% 15.06% 12.16%

Hancock Horizon Microcap Fund Institutional Class 74.51% 5.68% N/A

Federated Hermes MDT Small Cap Core Fund Institutional Shares 95.56% 15.34% 12.44%

Hancock Horizon Microcap Fund Investor Class 74.04% 5.41% N/A

Federated Hermes MDT Small Cap Core Fund Class A 95.17% 15.06% 12.16%

COMMENT 9. Summary

In the last paragraph of the section, please include an estimate of the transaction costs or flesh out more why it is immaterial.

RESPONSE:

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

As each security held by each Hancock Horizon Fund is eligible to be held by the Federated Hermes Fund, the amount of transaction costs incurred by the Hancock Horizon Funds and the Federated Hermes Fund in connection with these potential sales and acquisitions of portfolio securities is not expected to be material and not expected to cause a material capital gain impact based on an analysis of each Fund’s portfolio as of June 30, 2021. Given that the Reorganizations, if approved, would not be consummated until on or about September 24, 2021, and given that the Hancock Horizon Funds Adviser may otherwise determine to sell any security as part of its normal investment decision making process and purchase replacement securities, it is difficult to determine which portfolio securities of the Hancock Horizon Funds will be sold in connection with the proposed Reorganizations.

COMMENT 10. Comparison of Investment Risks

a. Please delete the cross-reference to the risks described in Annex B. Disclose risks in proxy/prospectus.

b. To aid in the visual comparison, the chart should only include applicable risks to the funds (remove risks with no check marks).

c. Delete the sub-heading “Investment Risks” as there is already a relevant sub-heading provided above the disclosure.

d. With respect to the comparison of Hancock Horizon Microcap Fund and Federated Hermes MDT Small Cap Core Fund, please explain why only Hancock Horizon Microcap Fund includes a risk factor for portfolio turnover risk. The following turnover rates are indicated on page 21:

Federated Hermes MDT Small Cap Core Fund 223%

Hancock Horizon Microcap Fund 137%

e. With respect to the comparison of Hancock Horizon Burkenroad Small Cap Fund and Federated Hermes MDT Small Cap Core Fund, please explain why this difference does not require a shareholder vote under rule 17a-8.

RESPONSE:

a. The Registrant will move the content of Annex B to the end of the section entitled “COMPARISON OF INVESTMENT RISKS” within the body of the prospectus/proxy statement.

b. The Registrant will only include rows in each chart where the risks are applicable to at least one Fund included in such chart.

c. The Registrant will delete the sub-heading “Investment Risks.”

d. The Registrant has reviewed the risk disclosure and portfolio turnover of the Funds and agrees that portfolio turnover risk is applicable to the Federated Hermes MDT Small Cap Core Fund. The Registrant will revise the Prospectus/Proxy Statement to reflect this application.

e. Please refer to the Registrants’ response to Comment 34 below.

COMMENT 11. Comparative Fee Tables

a. Please confirm fees in this N-14 are current fees.

b. In the second paragraph, the Staff notes the phrase “most recently completed fiscal six-month period.” Please include the date.

c. In the introductory paragraph to the “Shareholder Fees and Annual Fund Operating Expenses” table, please make the following sentence bold per the requirements of Form N-1A: “You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and expense examples below.”

d. The rows and columns should be reversed, it is a little hard to read visually.

e. Please include a fourth line item to each table showing the pro forma of all 3 funds merged. See Dear CFO 1995-11 https://www.sec.gov/investment/accounting-matters-bibliography

RESPONSE:

a. The Registrant confirms all fees in the Prospectus/Proxy Statement are current fees.

b. The Registrant will revise the disclosure to refer to “the fiscal six-month period ended January 31, 2021.”

c. The Registrant will make the noted sentence bold.

d. Given the large number of Funds in the two Prospectus/Proxy Statements being filed by the Registrants, the Registrants believe that this presentation is the most efficient manner of providing all required fee table information and will not be confusing to shareholders. The Registrants note that others in the industry have similarly structured fee tables for large Form N-14 filings covering many reorganizations. In addition, as noted in response to Comment 5 above, the Registrant has undertaken to review all charts and tables to identify areas where the tables can be reformatted to assist shareholder review and will update the fee tables using alternating grey and white rows to impro

Show Raw Text
CORRESP
1
filename1.htm

FEDERATED HERMES FUNDS

4000 Ericsson Drive

Warrendale, Pennsylvania 15086-7561

July 23, 2021

Mark Cowan

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549-4720

    RE:

    FEDERATED HERMES ADVISER SERIES

    333-257016

    811- 23259

    FEDERATED HERMES GLOBAL ALLOCATION FUND

    333-257019

    811-1

    FEDERATED HERMES INCOME SECURITIES TRUST

    333-257018

    811-4577

    FEDERATED HERMES MDT SERIES

    333-257017

    811-21904

    FEDERATED HERMES MUNICIPAL BOND FUND, INC.

    333-257020

    811-2677

    FEDERATED HERMES WORLD INVESTMENT SERIES

    333-257021

    811-7141

    (each a “Registrant,” collectively, the “Registrants”)

Dear Mr. Cowan:

The Registrants are filing this correspondence
to respond to comments of the Staff of the Securities and Exchange Commission (“Staff”), provided on July 7, 2021, regarding
their Preliminary Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended (the “1940 Act”), as filed on June 11, 2021.

The Registrants named above, except Federated
Hermes MDT Series, each filed an identical Prospectus/Proxy Statement and Statement of Additional Information (“SAI”). Federated
Hermes MDT Series filed a separate Prospectus/Proxy Statement and SAI.

Prospectus/Proxy Statement – Federated
Hermes MDT Series

COMMENT 1. Heading on Page One

Please change the heading on page one from “Prospectus/Proxy
Statement” to “Q&A.”

RESPONSE:

The Registrant will add a heading for “Questions
and Answers” before the first question “Why am I being asked to vote.”

COMMENT 2. Q&A - Virtual Meeting Requirements

As the meeting will be held via the internet,
please confirm that all the requirements for virtual meetings will be complied with. We refer you to the requirements from the guidance
on virtual meetings: https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns?auHash=zrsDVFen7QmUL6Xou7EIHYov4Y6IfrRTjW3KPSVukQs

RESPONSE:

The Registrant confirms that all requirements
for virtual meetings as outlined in the noted guidance will be complied with.

COMMENT 3. Q&A – AIC Board of Trustees
Recommendation

Under the fourth bullet point, please delete
the phrase “all of which may benefit the performance …” The Staff generally doesn’t allow for statements regarding
future performance. See Rule 156 under the Securities Act of 1933.

RESPONSE:

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

The Federated Hermes Funds Adviser
and Hancock Horizon Funds Adviser also believe the Reorganizations could provide the potential for greater efficiencies and investment
opportunities over time, all of which may benefit the performance of the Federated Hermes Fund.

COMMENT 4. Q&A – How Will the Reorganizations
Affect my Investment?

Under the second bullet point:

 a. In the second sentence, insert “aggregate” in the phrase “based on the aggregate
net asset value of the Hancock Horizon Fund shares …

 b. In the third sentence, insert “net asset value” to replace the phrase “values of the
assets.”

RESPONSE:

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

You will receive the number of shares
of the Federated Hermes MDT Small Cap Core Fund based on the aggregate net asset value of the Hancock Horizon Fund shares
that you own at the time of the Reorganization. However, because the net asset value values of the assets of
each Hancock Horizon Fund will be determined for these purposes in accordance with the Federated Hermes MDT Small Cap Core Fund’s
valuation procedures (and not the Hancock Horizon Funds’ valuation procedures), there can be no guarantee that there will not be
differences in valuation between the value of your investment immediately before the Reorganization (calculated using the Hancock Horizon
Funds’ valuation procedures) and the value of your investment immediately after the Reorganization.

COMMENT 5. Q&A – How Will the Reorganization
Affect my Fees?

 a. Summarize the effect on fees as a result of the proposed reorganization
in the narrative (e.g., fees would be lower on a net and gross basis, though net fees would go up after 1 year).

 b. The charts are hard to follow. Individual charts may be more useful visually.

 c. In order to keep this as readable as possible, please delete each footnote
to the table since a cross reference to the comparative fee tables is already included.

RESPONSE:

The Registrant will revise the disclosure as
shown below (deletions stricken, additions bold and underlined). The Registrant will also delete the footnotes from this table.

Please see the table below reflecting
the pre-Reorganization total annual operating expenses for each of the Hancock Horizon Funds and classes, on a gross and net basis, and
the anticipated post-Reorganization total annual operating expenses of the Federated Hermes Fund and classes, on both a gross and net
basis. The Federated Hermes Fund has competitive expense ratios with lower gross expense ratios and net expense ratios after waivers
when compared to the Hancock Horizon Funds.

In addition, the Registrant notes that certain
formatting relating to this chart and others was not incorporated into the courtesy copies of the prospectus/proxy statements provided
to the Staff for their review, although it was correctly incorporated in the filings on EDGAR. The Registrant has undertaken to review
all charts and tables to identify areas where the tables can be reformatted to assist shareholder review. For example, the Registrant
has included below an excerpt of the chart addressed in this comment showing how individual reorganizations are isolated using alternating
grey and white rows to better lead the eye of readers to which funds and classes they should be comparing. The Registrant will also update
the relevant table header to refer to the “Corresponding Federated Hermes Fund” to further assist shareholder
review.

    Hancock Horizon Fund
    Pre-Reorganization

Total Annual

Operating Expenses

Gross/Net
    Corresponding Federated Hermes Fund
    Post-Reorganization

Total Annual

Operating Expenses

Gross/Net*

    Hancock Horizon Burkenroad Small Cap Fund

    Federated Hermes MDT Small Cap Core Fund

    Institutional
    1.21%/1.00%
    Institutional
    1.06%/0.89%

    Investor
    1.46%/1.25%
    Class A
    1.41%/1.14%

    Class D
    1.71%/1.50%
    Class A
    1.41%/1.14%

    Hancock Horizon Microcap Fund

    Federated Hermes MDT Small Cap Core Fund

    Institutional
    1.54%/1.30%
    Institutional
    1.06%/0.89%

    Investor
    1.79%/1.55%
    Class A
    1.41%/1.14%

COMMENT 6. Q&A – Who Will Pay for
the Reorganizations?

 a. The Staff notes the phrase “qualification of shares of the Federated
Hermes Fund.” It is not clear to us what this means. Please explain or clarify.

 b. The Staff notes the below disclosure. Provide an estimate of these costs,
including what cost will be on per share basis and capital gain impact.

… (ii) to the extent that any
transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated
with the transfer or sale and purchase of portfolio securities. The Funds shall be responsible for their respective transaction expenses
associated with the sale and purchase of portfolio securities.

RESPONSE:

a. The Registrant will revise the noted disclosure
as shown below (deletions stricken, additions bold and underlined):

(i) the Federated Hermes Funds will
bear expenses, if any, associated with the qualification registration of shares of the Federated Hermes
Funds for sale in the various states;

b. The Registrant will revise the noted disclosure
as shown below (deletions stricken, additions bold and underlined):

(ii) to the extent that any transition
of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the
transfer or sale and purchase of portfolio securities. The Funds shall be responsible for their respective transaction expenses associated
with the sale and purchase of portfolio securities. However, as each security held by each Hancock Horizon Fund is eligible to be
held by the Federated Hermes Fund, the amount of transaction costs incurred by the Hancock Horizon Funds and the Federated Hermes Fund
in connection with these potential sales and acquisitions of portfolio securities is not expected to be material and is not expected to
cause a material capital gain impact based on an analysis of each Fund’s portfolio as of June 30, 2021. (Please refer to
“Information About the Reorganizations – Costs of Reorganizations” in the attached Prospectus/Proxy Statement for further
information.)

COMMENT 7. Summary

The Staff notes the following disclosure:

“The Hancock Horizon Funds Adviser and
Federated Hermes Funds Adviser believe that the investment objectives, policies, risks and limitations of each Hancock Horizon Fund and
the surviving Federated Hermes Fund are similar and that the Federated Hermes Fund has competitive expense ratios with lower net expense
ratios after waivers when compared to the Hancock Horizon Funds.”

Noting the use of the word “competitive,”
are the Federated Hermes Fund gross expenses not lower as well? Revise accordingly.

RESPONSE:

The Registrant confirms the Federated Hermes
Fund gross expenses are lower as well. Accordingly, the Registrant will revise the noted disclosure as shown below (deletions stricken,
additions bold and underlined):

The Hancock Horizon Funds Adviser
and Federated Hermes Funds Adviser believe that the investment objectives, policies, risks and limitations of each Hancock Horizon Fund
and the surviving Federated Hermes Fund are similar and that the Federated Hermes Fund has competitive expense ratios with lower gross
expense ratios and net expense ratios after waivers when compared to the Hancock Horizon Funds.

COMMENT 8. Summary

With respect to the performance chart, this is
a little difficult to see the relevant performance comparisons. Is there a better way to format this?

RESPONSE:

Please refer to the Registrants’ response
to Comment 5 above and the specific example of this table below.

    Fund
    1 Year
    5 Year
    10 Year

    Hancock Horizon Burkenroad Small Cap Fund Institutional Class
    92.57%
    10.41%
    9.58%

    Federated Hermes MDT Small Cap Core Fund Institutional Shares
    95.56%
    15.34%
    12.44%

    Hancock Horizon Burkenroad Small Cap Fund Class D
    91.57%
    10.04%
    9.26%

    Hancock Horizon Burkenroad Small Cap Fund Investor Class
    92.13%
    10.20%
    9.47%

    Federated Hermes MDT Small Cap Core Fund Class A
    95.17%
    15.06%
    12.16%

    Hancock Horizon Microcap Fund Institutional Class
    74.51%
    5.68%
    N/A

    Federated Hermes MDT Small Cap Core Fund Institutional Shares
    95.56%
    15.34%
    12.44%

    Hancock Horizon Microcap Fund Investor Class
    74.04%
    5.41%
    N/A

    Federated Hermes MDT Small Cap Core Fund Class A
    95.17%
    15.06%
    12.16%

COMMENT 9. Summary

In the last paragraph of the section, please
include an estimate of the transaction costs or flesh out more why it is immaterial.

RESPONSE:

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

As each security held by each
Hancock Horizon Fund is eligible to be held by the Federated Hermes Fund, the amount of transaction costs incurred by the Hancock
Horizon Funds and the Federated Hermes Fund in connection with these potential sales and acquisitions of portfolio securities is not expected
to be material and not expected to cause a material capital gain impact based on an analysis of each Fund’s portfolio as of
June 30, 2021. Given that the Reorganizations, if approved, would not be consummated until on or about September 24, 2021, and
given that the Hancock Horizon Funds Adviser may otherwise determine to sell any security as part of its normal investment decision making
process and purchase replacement securities, it is difficult to determine which portfolio securities of the Hancock Horizon Funds will
be sold in connection with the proposed Reorganizations.

COMMENT 10. Comparison of Investment Risks

 a. Please delete the cross-reference to the risks described in Annex B. Disclose
risks in proxy/prospectus.

 b. To aid in the visual comparison, the chart should only include applicable
risks to the funds (remove risks with no check marks).

 c. Delete the sub-heading “Investment Risks” as there is already
a relevant sub-heading provided above the disclosure.

 d. With respect to the comparison of Hancock Horizon Microcap Fund and Federated
Hermes MDT Small Cap Core Fund, please explain why only Hancock Horizon Microcap Fund includes a risk factor for portfolio turnover risk.
The following turnover rates are indicated on page 21:

Federated Hermes MDT Small Cap Core
Fund 223%

Hancock Horizon Microcap Fund 137%

 e. With respect to the comparison of Hancock Horizon Burkenroad Small Cap Fund
and Federated Hermes MDT Small Cap Core Fund, please explain why this difference does not require a shareholder vote under rule 17a-8.

RESPONSE:

 a. The Registrant will move the content of Annex B to the end of the section
entitled “COMPARISON OF INVESTMENT RISKS” within the body of the prospectus/proxy statement.

 b. The Registrant will only include rows in each chart where the risks are
applicable to at least one Fund included in such chart.

 c. The Registrant will delete the sub-heading “Investment Risks.”

 d. The Registrant has reviewed the risk disclosure and portfolio turnover of
the Funds and agrees that portfolio turnover risk is applicable to the Federated Hermes MDT Small Cap Core Fund. The Registrant will revise
the Prospectus/Proxy Statement to reflect this application.

 e. Please refer to the Registrants’ response to Comment 34 below.

COMMENT 11. Comparative Fee Tables

 a. Please confirm fees in this N-14 are current fees.

 b. In the second paragraph, the Staff notes the phrase “most recently
completed fiscal six-month period.” Please include the date.

 c. In the introductory paragraph to the “Shareholder Fees and Annual
Fund Operating Expenses” table, please make the following sentence bold per the requirements of Form N-1A: “You may pay other
fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and expense examples
below.”

 d. The rows and columns should be reversed, it is a little hard to read visually.

 e. Please include a fourth line item to each table showing the pro forma of
all 3 funds merged. See Dear CFO 1995-11 https://www.sec.gov/investment/accounting-matters-bibliography

RESPONSE:

 a. The Registrant confirms all fees in the Prospectus/Proxy Statement are current
fees.

 b. The Registrant will revise the disclosure to refer to “the fiscal
six-month period ended January 31, 2021.”

 c. The Registrant will make the noted sentence bold.

 d. Given the large number of Funds in the two Prospectus/Proxy Statements being
filed by the Registrants, the Registrants believe that this presentation is the most efficient manner of providing all required fee table
information and will not be confusing to shareholders. The Registrants note that others in the industry have similarly structured fee
tables for large Form N-14 filings covering many reorganizations. In addition, as noted in response to Comment 5 above, the Registrant
has undertaken to review all charts and tables to identify areas where the tables can be reformatted to assist shareholder review and
will update the fee tables using alternating grey and white rows to impro