File No. 333-275617
As filed with the SEC on February 23, 2024
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
FEDERATED HERMES GOVERNMENT INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
1-800-341-7400
(Area Code and Telephone Number)
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Address of Principal Executive Offices)
Peter J. Germain, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Thomas Early, Esquire
Kirkland & Elis LLP
1301 Pennsylvania Avenue, N.W.,
Washington, D.C. 20004
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended.
Title of Securities Being Registered:
Institutional Shares and Service Shares
without par value, of
Federated Hermes Government Income Fund
It is proposed that this filing will become effective
Immediately upon filing pursuant to Rule 485 (b).
No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (333-275617) is to file Exhibit 12, Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization, as discussed in the Registrant’s Form N-14 filing on January 8, 2024.
This Post-Effective Amendment No. 1 consists of the following:
Cover Sheet
Contents of the Registration Statement
Part C --- Other Information
Signature Page
Exhibits
Exhibit 12 – Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization.
PART C. OTHER INFORMATION.
| Item 15. Indemnification |
|
Indemnification is provided to Officers and Trustees of the Registrant pursuant to the Registrant's Declaration of Trust and By-Laws, as amended. This includes indemnification against: (a) any liabilities or expenses incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty. The Investment Advisory Contract, and Sub-advisory Agreement as applicable, (collectively, “Advisory Contracts”) between the Registrant and the investment adviser, and sub-adviser as applicable, (collectively, “Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. The Registrant’s distribution contract contains provisions limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances. Registrant's Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust and By-Laws, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees), Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues. Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust and By-Laws, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust and By-Laws, as amended, or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification. |
Item 16. Exhibits
| Exhibit Number | DESCRIPTION |
| (3) | Not applicable |
| (5) | Instruments Defining Rights of Security Holders | |
| Copy of Specimen Certificate for Institutional Shares of Beneficial Interest of the Registrant, as filed on paper in Post-Effective Amendment No. 2 filed March 17, 1982 [p] | ||
| Copy of Specimen Certificate of Shares of Beneficial Interest for Institutional Service Shares of the Registrant, as filed via EDGAR in Post-Effective Amendment No. 27 filed March 26, 1997 on Form N-1A (File Nos. 2-75366 and 811-3352) | ||
| As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates. |
| (8) | Not applicable |
| (12) | Conformed Copy of Opinion regarding Tax Consequences of the Reorganization | + |
| (15) | Not Applicable |
| (17) | Not Applicable |
| + | Exhibit is being filed electronically with registration statement; indicate by footnote | |
| [p] | Exhibit filed on paper |
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item (16)(12) of Form N-14 prior to the closing date of the reorganization.
|
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Federated Hermes Government Income Trust, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 23rd day of February 2024. |
| FEDERATED HERMES GOVERNMENT INCOME TRUST |
|
BY: /s/ Kary Moore Kary Moore, Assistant Secretary |
| Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: |
| NAME | TITLE | DATE |
|
BY: /s/ Kary Moore Kary Moore, |
Attorney In Fact For the Persons Listed Below | February 23, 2024 |
| J. Christopher Donahue* | President and Trustee (Principal Executive Officer) | |
| John B. Fisher* | Trustee | |
| Lori A. Hensler* | Treasurer (Principal Financial Officer/Principal Accounting Officer) | |
| G. Thomas Hough* | Trustee | |
| Maureen E. Lally-Green* | Trustee | |
| Thomas O’Neill* | Trustee | |
| Madelyn A. Reilly* | Trustee | |
| P. Jerome Richey* | Trustee | |
| John S. Walsh* | Trustee | |
| *By Power of Attorney |
Exhibit 12
February 23, 2024
Federated
Hermes Government Income Securities, Inc.
4000 Ericsson Drive
Warrendale, PA 15086-7561
Federated
Hermes Government Income Trust
4000 Ericsson Drive
Warrendale, PA 15086-7561
| Re: | Reorganization of a Maryland Corporation and a Series of a Massachusetts Business Trust |
Ladies and Gentlemen:
Federated Hermes Government Income Trust, a Massachusetts business trust (the “Surviving Fund Registrant”), on behalf of its segregated portfolio of assets, Federated Hermes Government Income Fund (the “Surviving Fund”), and Federated Hermes Government Income Securities, Inc., a Maryland corporation (the “Reorganizing Fund”),1 have requested our opinion as to certain federal income tax consequences of the acquisition of all or substantially all of the assets of the Reorganizing Fund by the Surviving Fund pursuant to an Agreement and Plan of Reorganization dated as of February 23, 2024 (the “Agreement”) by and among the Surviving Fund Registrant on behalf of the Surviving Fund and the Reorganizing Fund.2 The Agreement contemplates the Reorganizing Fund transferring all or substantially all of its assets to the Surviving Fund in exchange solely for shares in the Surviving Fund, followed by the Reorganizing Fund’s distribution of those shares pro rata to its Shareholders in liquidation thereof (all the foregoing transactions involving the Reorganizing Fund and the Surviving Fund being referred to herein as the “Reorganization”).
In rendering this opinion, we have examined (1) the Agreement and (2) the Prospectus/Information Statement dated January 12, 2024 regarding the Reorganization (the “Prospectus” and, together with the Agreement, the “Documents”). We have assumed, for those purposes, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties made in the Agreement and on the statements and representations of officers and other representatives of the Funds (each, a “Representation” and collectively the “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date will be, correct without that qualification. We have also assumed that as to all matters for which a person or entity has represented that the person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is and was no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
With respect to the Reorganization and the Funds participating therein and the Shareholders thereof, it is our opinion that, based solely on the facts and Representations set forth in the Documents and the assumptions described above, and conditioned on all the Representations being true and complete on the Closing Date and the Reorganization being consummated in accordance with the Agreement (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved), for federal income tax purposes:
(1) The transfer of all or substantially all of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares (followed by the distribution of Surviving Fund Shares to the Reorganizing Fund shareholders in dissolution, liquidation and termination of the Reorganizing Fund) will constitute a “reorganization” within the meaning of Section 368(a)3, and the Surviving Fund and the Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b).
(2) No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Reorganizing Fund solely in exchange for Surviving Fund Shares.
(3) No gain or loss will be recognized by the Reorganizing Fund upon the transfer of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares or upon the distribution (whether actual or constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in exchange for their Reorganizing Fund Shares.
(4) No gain or loss will be recognized by any Reorganizing Fund Shareholder upon the exchange of its Reorganizing Fund Shares for Surviving Fund Shares (including fractional shares).
(5) The aggregate tax basis of the Surviving Fund Shares received by each Reorganizing Fund Shareholder pursuant to the Reorganization (including any fractional shares) will be the same as the aggregate tax basis of the Reorganizing Fund Shares held by such Reorganizing Fund Shareholder immediately prior to the Reorganization. The holding period of Surviving Fund Shares received by each Reorganizing Fund Shareholder (including any fractional shares) will include the period during which the Reorganizing Fund Shares exchanged therefor were held by such shareholder, provided the Reorganizing Fund Shares are held as capital assets at the time of the Reorganization.
(6) The tax basis of the Reorganizing Fund’s assets acquired by the Surviving Fund will be the same as the tax basis of such assets to the Reorganizing Fund immediately prior to the Reorganization. The holding period of the assets of the Reorganizing Fund in the hands of the Surviving Fund will include the period during which those assets were held by the Reorganizing Fund.
Notwithstanding anything herein to the contrary, we express no opinion as to the effect of the Reorganization on the Funds participating therein or the Shareholders thereof with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof under a mark-to-market system of accounting).
Our opinion regarding the Reorganization is based on, and is conditioned on the continued applicability of, the provisions of the Code and Treasury Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (the “IRS”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the IRS or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the IRS, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies with respect to the Reorganization only to the extent each Fund participating therein is solvent, and we express no opinion about the tax treatment of the Reorganization if either Fund participating therein is insolvent. Finally, our opinion is solely for information and use of the addressees, the Funds and their Shareholders and may not be relied on for any purpose by any other person without our express written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form N-14 of the Surviving Fund Registrant (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Reorganization. Further, we hereby consent to the references to our firm and the discussion of this opinion in the Registration Statement under the Prospectus heading “Federal Income Tax Consequences.” In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in Section 11 of the Securities Act of 1933, as amended (the “Securities Act”) or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ K&L Gates LLP
1 Each of the Surviving Fund and the Reorganizing Fund is sometimes referred to herein as a “Fund.”
2 Each capitalized term that is not defined herein has the meaning ascribed thereto in the Agreement.
3 “Section” references are to the Internal Revenue Code of 1986, as amended (the “Code”), except as otherwise specified herein.