SecProbe.io

CORRESP
1
filename1.htm

FEDERATED HERMES ETF TRUST

4000 Ericsson Drive

Warrendale, Pennsylvania 15086-7561

November 8, 2023

Ellie Quarles

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549-4720

RE:	FEDERATED HERMES ETF TRUST (the “Registrant”)

Federated Hermes Total Return Bond ETF (the “Fund”)

1933 Act File No. 333-258934

1940 Act File No. 811-23730

Dear Ms. Quarles:

The Registrant is filing this correspondence
to respond to comments of the Staff of the Securities and Exchange Commission (“Staff”) provided on October 12, 2023, regarding
its Post-Effective Amendment No. 8 under the Securities Act of 1933 and Amendment No. 9 under the Investment Company Act of 1940 to the
Registration Statement of the above-referenced Registrant and Fund filed on August 31, 2023.

General Comments

1.
The Registrant is responsible for the accuracy and adequacy of its disclosure notwithstanding review
by the Staff.

2.
The Registrant must file its responses on EDGAR no later than 5 business days before the effective
date of the Registration Statement. It is requested that the Registrant provide a courtesy notification to the Staff upon EDGAR acceptance
of the correspondence.

3.
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.

4.
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.

RESPONSE:

The Registrant will respond as requested.

Federated Hermes Total Return Bond ETF Prospectus

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

Under the Annual Fund Operating Expenses table
(“Fee Table”), please add a Footnote 2 notation to the Acquired Fund Fees and Expenses line.

RESPONSE:

The Registrant will respond as requested.

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

Please delete Footnote 1 to the Fee Table, as
it is neither permitted nor required by Form N-1A.

RESPONSE:

Respectfully, the Registrant believes that the
presentation of the approved but inactive Rule 12b-1 Fee (“Dormant Fee”) in the Fund’s respective footnote 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 Fee in the Fee Table itself.

In fairness to investors, the Registrant believes
that it is important to identify in a footnote that: (1) the Dormant Fee has been approved by the Registrant’s Board of Trustees
(“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. Therefore, the Registrant respectfully
declines to make any changes in response to this comment.

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

Footnote 3 to the Fee Table describes the nature
of the fee waivers and/or expense reimbursements as being entered into “on their own initiative.” To avoid investor confusion,
please delete this qualification and limit the description of the waiver and/or expense reimbursement to the disclosure permitted or required
by instruction 3(e) to Item 3 of Form N-1A.

All of the Registrant’s funds should conform
this disclosure to be consistent with what was in the Registrant’s initial N-1A registration to avoid investor confusion and to
permit better comparison between the ETFs.

RESPONSE:

The Registrant will remove the phrase “on
their own initiative” from Footnote 3.

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

Please delete the redundant disclosure “paid
by the Fund” in the parenthetical statement in the second sentence of Footnote 3 to the Fee Table.

RESPONSE:

The Registrant will respond as requested.

COMMENT 5. Prospectus - Risk/Return Summary:
What are the Fund’s Main Investment Strategies?

Please make sure all principal investments that
the Fund intends to make are disclosed. For example, the Staff notes risk disclosures related to bank loans and extended payment funds
while those investments are not discussed in the strategy. If they are not principal investments, please delete the related risk(s) from
the Prospectus.

RESPONSE:

The Registrant confirms that bank loans will
be a principal investment of the Fund while investments in extended payment funds will be a non-principal investment.

Accordingly, references to investing in extended
payment funds will be moved to the Fund’s SAI.

To reflect the Fund's principal investment in
bank loans, the following disclosure will be added to the Fund’s Item 4 and Item 9 investment strategies (alignments and addition
bold and underlined):

“When selecting investments
for the Fund, the Fund can invest in securities directly or in other investment companies, including, for example, funds advised by the
Adviser or its affiliates (an “Underlying Fund”). These Underlying Funds may include funds which are not available for
general investment by the public. The Underlying Funds in which the Fund invests are managed independently of the Fund and may incur additional
expenses. The Fund may invest in mortgage-backed, high-yield and emerging market debt and bank loan Underlying Funds. The bank loan Underlying
Fund may hold significant investments in companies whose financial condition is uncertain, where the borrower has defaulted in the payment
of interest or principal or in the performance of its covenants or agreements or that may be involved in bankruptcy proceedings, reorganizations
or financial restructurings. At times, the Fund’s investment in Underlying Funds may be a substantial portion of the Fund’s
portfolio.”

COMMENT 6. Prospectus - Risk/Return Summary:
What are the Fund’s Main Investment Strategies?

Please identify the sectors and associated risks
discussed in the following sentence:

“The Adviser seeks to enhance
the Fund’s performance by allocating relatively more of its portfolio to the sector that the Adviser expects to offer a better balance
between total return and risk and thus offer a greater potential for return.”

RESPONSE:

The Registrant confirms that the Fund has no
present intention to focus its investments in a particular sector. However, as reflected in the investment strategies noted above, the
Fund maintains flexibility to allocate relatively more or less to individual sectors from time to time in response to market opportunities.
Therefore, the Registrant respectfully declines to make any changes in response to this comment.

COMMENT 7. Prospectus - Risk/Return Summary:
What are the Fund’s Main Investment Strategies?

Please specify the types of hybrid instruments
in which the Fund may invest.

RESPONSE:

The Registrant confirms that investments in hybrid
instruments will be a non-principal investment for the Fund. Accordingly, references to hybrid instruments will be moved to the SAI.

COMMENT 8. Prospectus - Risk/Return Summary:
What are the Fund’s Main Investment Strategies?

The Staff notes the Fund has no set duration
parameters as disclosed in the following sentence:

“The Adviser may lengthen or
shorten duration from time to time based on its interest rate outlook, but the Fund has no set duration parameters.”

Please clarify if the Fund has maturity parameters.

RESPONSE:

The Registrant will revise this disclosure as
follows (additions bold and underlined):

“The Adviser may lengthen or
shorten duration from time to time based on its interest rate outlook, but the Fund has no set duration or maturity parameters.”

COMMENT 9. Prospectus - Risk/Return Summary:
What are the Fund’s Main Investment Strategies?

The Staff notes the following in the third paragraph:

“The Adviser utilizes a five-part
decision making process, focusing on: (1) duration; (2) yield curve; (3) sector allocation; (4) security selection; and (5) currency management,
called the Alpha Pod process.”

Please briefly describe these five factors and
how they are weighted. Please summarize the discussion that is currently included in response to Form N-1A Item 9(b) in this section.

RESPONSE:

The Registrant will revise this disclosure as
follows (additions bold and underlined):

“The Adviser utilizes a five-part
decision making process, focusing on: (1) duration; (2) yield curve; (3) sector allocation; (4) security selection; and (5) currency management,
called the Alpha Pod process. This five-part investment process is designed to capitalize on the depth of experience and focus of each
of the Adviser’s fixed-income sector teams – government, corporate, mortgage-backed, asset-backed, high-yield and international.
First, the Adviser lengthens or shortens portfolio duration from time to time based on its interest rate outlook. Second, the Adviser
strategically positions the portfolio based on its expectations for changes in the relative yield of similar securities with different
maturities. Third, the Adviser pursues relative value opportunities within the sectors in which the Fund may invest. Fourth, the Adviser
selects individual securities within each sector that it believes may outperform a sector-specific index. Fifth, the Adviser monitors
currency markets and off-shore macroeconomic and political trends which impact currency markets through interest rate differentials, inflation
rates and investment flows.”

Supplementally, the Registrant confirms that
the Fund’s Adviser does not have a standard policy weighting to any of the five factors in its decision-making process, but instead
adjusts them in reacting to market conditions as appropriate.

COMMENT 10. Prospectus - Risk/Return Summary:
What are the Fund’s Main Investment Strategies?

Please provide a brief discussion of how the
Adviser determines when to sell an investment.

RESPONSE:

The Registrant will add the below disclosure
to both the Item 4 and Item 9 investment strategy sections.

“The Fund may sell securities
for a variety of reasons such as to secure gains, limit losses, redeploy assets into more promising opportunities or when the Adviser’s
fundamental view of an issuer or overall market valuations changes.”

COMMENT 11. Prospectus - Risk/Return Summary:
What are the Main Risks of Investing in the Fund?

The Staff notes the following in the second sentence
in “Underlying Fund Risk”:

“The Fund bears Underlying Fund
fees and expenses indirectly.”

Please revise this disclosure to more clearly
state when investing in Underlying Funds, the Fund will pay a proportional share of the fees and expenses of the Underlying Funds in which
it invests, in addition to incurring its own fees and expenses. As a result, shareholders will be subject to two layers of fees and expenses
with respect to investments in the Fund.

In addition, the Staff notes the following in
the third sentence in “Underlying Fund Risk”:

“The Fund may also earn capital
gains from sales of shares of Underlying Funds and/or receive distributions of capital gains from Underlying Funds.”

Please disclose the impact of this on shareholders.
For example, if capital gains on the sale of Fund holdings in Underlying Funds may be a significant source of distribution and will be
subject to these taxes, please add appropriate disclosure.

RESPONSE:

In response to the Staff’s comments, the
Registrant will update the disclosure as shown below (addition is bold and underlined):

“Underlying Fund Risk. The risk
that the Fund’s performance is closely related to the risks associated with the securities and other investments held by the underlying
funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of Underlying Funds to achieve their
respective investment objectives. The Fund bears Underlying Fund fees and expenses indirectly. The Fund may also earn capital gains from
sales of shares of Underlying Funds and/or receive distributions of capital gains from Underlying Funds. Information on the potential
impacts of capital gains on shareholders is included in the “Account and Share Information” section of the Prospectus. Investment
companies incur certain expenses, such as management fees, and, therefore, any investment by the Fund in shares of other investment companies
may be subject to such duplicative expenses. However, to avoid charging duplicative management fees, the Adviser will waive and/or reimburse
the Fund’s Management Fee in an amount equal to the net management fees charged by affiliated Underlying Funds to the Fund on the
Fund’s net assets invested in the Underlying Funds.”

COMMENT 12. Prospectus - Risk/Return Summary:
What are the Main Risks of Investing in the Fund?

Under “MBS Risk,” please disclose
subprime risk if the Fund will have significant exposure to residential MBS.

RESPONSE:

In response to the Staff’s comments, the
Registrant will update the disclosure as shown below (addition is bold and underlined):

“MBS Risk. A rise in
interest rates may cause the value of MBS held by the Fund to decline. These securities may have exposure to borrowers with weakened
credit histories, increasing the potential for default (subprime risk). Certain MBS issued by government sponsored enterprises
(GSEs) are not backed by the full faith and credit of the U.S. government. A non-agency MBS is subject to the risk that the value of such
security will decline, because the security is not issued or guaranteed as to principal or interest by the U.S. government or a GSE. The
Fund’s investments in collateralized mortgage obligations (CMOs) may entail greater market, prepayment and liquidity risks than
other MBS.

COMMENT 13. Prospectus - Risk/Return Summary:
What are the Main Risks of Investing in the Fund?

Under “MBS Risk,” please add a statement
that the liquidity of non-agency MBS and CMOs may change dramatically over time.

RESPONSE:

In response to the Staff’s comments, the
Registrant will update the disclosure as shown below (additions bold and underlined):

“MBS Risk. A rise in
interest rates may cause the value of MBS held by the Fund to decline. These securities may have exposure to borrowers with weakened
credit histories, increasing the potential for default (subprime risk). Certain MBS issued by government sponsored enterprises
(GSEs) are not backed by the full faith and credit of the U.S. government. A non-agency MBS is subject to the risk that the value of such
security will decline, because the security is not issued or guaranteed as to principal or interest by the U.S. government or a GSE. The
Fund’s investments in collateralized mortgage obligations (CMOs) may entail greater market, prepayment and liquidity risks than
other MBS. The liquidity of non-agency MBS and CMOs may also change dramatically over time.

COMMENT 14. Prospectus - Risk/Return Summary:
What are the Main Risks of Investing in the Fund?

Under “Risk of Investing in Loans,”
please confirm whether the Fund may invest in covenant-lite loans. If the Fund will hold a significant amount of covenant-lite loans,
please revise the principal strategy and risk disclosures accordingly both here and in the response to Form N-1A Item 9.

RESPONSE:

The Registrant confirms that the Fund will invest
principally in a bank loan Underlying Fund which holds significant investments in companies whose financial condition is uncertain, where
the borrower has defaulted in the payment of interest or principal or in the performance of its covenants or agreements or that may be
involved in bankruptcy proceedings, reorganizations or financial restructurings. The Fund’s principal investment strategies will
be updated to reflect this addition as shown in the response to Comment 5.

In addition, the following risk disclosure will
be added:

Summar