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TERMS OF USE AGREEMENT

Federated Hermes (UK) LLP (“ACD”)is the authorized corporate director of Federated Hermes Cash Management Funds, an investment company with variable capital incorporated in England and Wales (the “Scheme”) (the Scheme is an umbrella scheme comprising a number of sub-funds (each a “ACD Fund” and together the “ACD Funds”))  and Hermes Fund Managers Ireland Limited (the “Manager”), is the manager of the Federated Hermes International Funds plc, a limited liability umbrella type collective investment scheme with variable share capital and segregated liability between sub-funds organized under the laws of Ireland (the “Company”) in respect of its sub-funds (each a “Manager Fund” and together the “Manager Funds”) (the ACD Fund and Manager Funds shall be referred to herein as the “Fund” or the “Funds”, respectively, as appropriate).   These Terms of Use (the “Terms of Use”) set forth the terms and conditions under which ACD or the Manager will provide the entity (“Client”) with electronic access to the electronic information delivery site known as “Federated Hermes TA Online” (referred to herein as “TA Online” or the “Portal”) made available by the Funds’ respective transfer agents, The Bank of New York Mellon (International) Limited and BNY Fund Services (Ireland) Limited (together, “BNY”).   Pursuant to these Terms of Use, Client is able to access services provided by BNY as well as data regarding Client’s accounts and/or Client’s customers’ accounts.  By utilizing the TA Online delivery site, Client agrees to comply with and be bound by these Terms of Use.

PORTAL TERMS AND CONDITIONS:

Client acknowledges and agrees that by accessing the Portal and its services, Client agrees to these Terms of Use.  Client further acknowledges and agrees to accept any disclaimers and disclosures included on the Portal’s website and the restrictions concerning the use of proprietary data provided by Information Providers (as defined below) that are posted on the Data Terms Web Site (as defined below).

The agreements, representations, warranties made or given by Client to ACD or Manager, their respective Funds and BNY by executing this Terms of Use Agreement and accessing, browsing and/or using the Portal and the services available through the Portal on the TA Online website at https://myfederatedaccount.co.uk/, and all disclaimers, limitations of liability and indemnities contained herein shall inure to the benefit of the ACD and/or Manager and their respective Funds, as well as to BNY.

Access Administration. To facilitate access to the Portal, Client will furnish to ACD or Manager a written list of the names, and the extent of authority or level of access, of persons Client authorizes to access the Portal and its services (“Authorized Users”) on a read-only basis. In addition, Client may also designate certain Authorized Users who will have authority to enter transactions and provide instructions to BNY that cause a change in or have an impact on assets held by BNY for Client’s accounts and/or Client’s customers’ accounts (“Authorized Transactional Users”). Client will furnish ACD or Manager with a list of such Authorized Transactional Users. Where appropriate, Authorized Users and Authorized Transactional Users are collectively referred to herein as “Users.” Client also gives authority to Users who will be designated as administrators to designate future Users.

Upon approval of Users (which approval will not be unreasonably withheld), Client will be issued a user-id and temporary password for each User. Client will be responsible for providing to Users the user-ids and temporary passwords. Client is solely responsible for Users’ access to the Portal, and Client and Users are solely responsible for the confidentiality of the user-ids and passwords. Client, on behalf of itself and its affiliates, acknowledge and agree that, none of ACD, Manager or BNY will have a duty or obligation to verify or confirm the actual identity of the person who accessed the Portal using a validly issued user-id and password or that the person who accessed the Portal using such validly issued user-id and password is, in fact, a User (whether an Authorized User or an Authorized Transactional User).

Client shall not and shall not permit any User or third party to, breach or attempt to breach any security measures used in connection with Portal. Any attempt to circumvent or penetrate any application, network or other security measures used by to ACD or Manager, or by BNY or its suppliers, in connection with the Portal is strictly prohibited.

Client is also solely responsible for ensuring that all Users comply with these Terms of Use and any additional Terms of Use included on the Portal’s website. ACD, Manager and BNY reserve the right to prohibit access or revoke the access of any User to the Portal whom ACD, Manager, and/or BNY determines has violated or breached these Terms of Use or any terms of use on another BNY website accessible via the Portal (a “Site”) accessed by the User, including the Data Terms Web Site (as defined below), or whose conduct ACD, Manager and/or BNY reasonably determines may constitute a criminal offense, violate any applicable local, state, national, or international law or constitute a security risk for ACD, Manager and/or BNY, its third party service providers, its clients or any Users of the Portal. ACD, Manager and/or BNY may also terminate access to any/all Users at any time, without penalty.

Use of Data. Access to the Portal may include information and data that is proprietary to the providers of such information or data (“Information Providers”) or may be used to access Sites that include such information or data from Information Providers. This information and data may be subject to restrictions and requirements which are imposed on BNY by the Information Providers and which are posted on http://www.bnymellon.com/products/assetservicing/vendoragreement.pdf or any successor web site of which Client may be provided notice from time to time (the “Data Terms Web Site”). Client will be solely responsible for ensuring that Users comply with the restrictions and requirements concerning the use of proprietary data that are posted on the Data Terms Web Site.

Client consents to ACD or Manager, and BNY and their third party service providers disclosing to each other and using data received from Client and Users and, where applicable, Client’s third parties in connection with these Terms of Use (including, without limitation, client data and personal data of Users) (1) to the extent necessary for the provision of access to the Portal; (2) in order for ACD or Manager,  and/or BNY to meet any of their obligations under these Terms of Use to provide access to the Portal; or (3) to the extent necessary for Users to access the Portal, and Client has the necessary consents of its Users and Client’s third parties to give effect to this clause.

In addition, Client permits ACD or Manager, and/or BNY to aggregate data concerning Client’s accounts and/or Client’s customers’ accounts with other data collected and/or calculated by ACD or Manager, and/or BNY. ACD or Manager, and/or BNY will own such aggregated data, but will not distribute the aggregated data in a format that identifies Client or Client’s data.

Ownership and Rights. Access to the Portal and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the access to the Portal (collectively, the "Information"), are the exclusive and confidential property of ACD or Manager, and/or BNY (and its suppliers). Client may not use or disclose the Information except as expressly authorized by these Terms of Use. Client will, and will cause Users and Client’s third parties and their users, to keep the Information confidential by using the same care and discretion that Client uses with respect to its own confidential information, but in no event less than reasonable care.

The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted.

Nothing in these Terms of Use will be construed as giving Client, Users, or third party users any license or right to use the trade marks, logos and/or service marks of ACD or Manager,  BNY and/or any of their licensors, Information Providers or third party service providers .

Any Intellectual Property Rights and any other rights or title not expressly granted to Client or Users under these Terms of Use are reserved to ACD or Manager, BNY or any of their licensors, Information Providers and third party service providers. "Intellectual Property Rights" includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

Confidentiality. Client’s confidentiality obligations under these Terms of Use shall not restrict any disclosure Client makes pursuant to any applicable law, or by order of any court or government agency, with respect to the Information made available to Client, but Client must promptly notify ACD or Manager,  and BNY in writing if such disclosure occurs. ACD or Manager,  and/or BNY may, at their own discretion, retain the records of Client and each User’s Commands (as defined below) for any applicable legal or regulatory requirement and, for any other reason, including, without limitation, monitoring the quality of service that Client receives, Client’s compliance with these Terms of Use and the security of the Information

Reliance. ACD or Manager, and BNY will be entitled to rely on, and will be fully protected in acting upon, any actions or instructions associated with a user-id or a secure identification device issued to a User until such time ACD or Manager, and BNY receives actual notice in writing from Client of the change in status of the User and receipt of the secure identification device issued to such User. Client acknowledges that all commands, directions and instructions, including commands, directions and instructions for transactions issued by a User, or Client’s third party are issued at Client’s sole risk. Client agree to accept full and sole responsibility for all such commands, directions and instructions and that ACD or Manager,   their respective Funds, BNY and each of their respective officers, directors, affiliates, representatives or employees (each an “Indemnified Party”) will have no liability for, and Client hereby releases each Indemnified Party from any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorney’s fees and expenses) (collectively “Losses”) incurred or sustained by Client or any other party in connection with or as a result of ACD’s or Manager’s, respectively, their respective Funds’, and/or BNY s reliance upon or compliance with such commands, directions and instructions.

BNY shall use reasonable endeavors to comply with any commands, directions and instructions (“Commands”) received from User or any requests from Client regarding the revocation and cancellation of such any Commands, provided that such a request: (a) is correctly entered by the User; (b) is received by BNY in sufficient time for BNY to act upon such a request; and (c) complies with BNY’s security procedures.

Client and BNY each agree that the time at which Commands are deemed to be received by BNY shall be the time of the sending of the confirmation of receipt by BNY to the originator of the relevant transaction. BNY shall have no obligation to act on any Commands unless BNY have sent (or otherwise made available) the User (from whom the Command originated from) a transaction reference number. BNY may in their absolute discretion decline to act upon any Commands which are insufficient or incomplete or are not received by BNY in sufficient time for BNY to act upon or in accordance with such Commands, or any other circumstances prescribed by the relevant Services Agreement.

Disclaimers. Although reasonable efforts are made to provide accurate and up-to-date information through the Portal, ACD or Manager,   their respective Funds, BNY and the Content Providers (defined below) and Information Providers make no warranties or representations under these Terms of Use as to accuracy, reliability or comprehensiveness of the content, information or data accessed through the Portal. Without limiting the foregoing, some of the content on the Portal may be provided by third party sources (“Content Providers”) and by Information Providers. For that content ACD or Manager and/or BNY is a distributor and not a publisher of such content and has no control over it. Information provided by Information Providers has not been independently verified by ACD or Manager,   their respective Funds, and/or BNY and ACD or Manager,   their respective Funds, and/or BNY make no representation as to the accuracy or completeness of the content or information provided. Any opinions, advice, statements, services, offers or other information given or provided by Content Providers and Information Providers (including merchants and licensors) are those of the respective authors of such content and not that of ACD or Manager,   their respective Funds, and/or BNY. ACD or Manager,   their respective Funds, and/or BNY will not be liable to Client, Users, or a Client’s third party for such content or information in any way nor for any action taken in reliance on such information nor for direct or indirect damages resulting from the use of such information. For purposes of these Terms of Use, all information and data, including all proprietary information and materials and all client data, provided to Client through the Portal are provided on an “AS-IS”, “AS AVAILABLE” basis.

ACD or Manager,   their respective Funds, and/or BNY makes no guarantee and does not warrant that the Portal or the information and data provided through the Portal are or will be virus-free or will be free of viruses, worms, Trojan horses or other code with contaminating or destructive properties.

Some Sites accessed through the use of the Portal may include links to third party websites. ACD or Manager,   their respective Funds, and/or BNY will not be liable to any person for the content found on such third party websites. ACD or Manager,   their respective Funds and/or BNY will not be responsible for third party websites that collect information from parties who visit their web sites through links on the Sites. ACD or Manager,   their respective Funds and/or BNY will not be liable or responsible for any loss suffered by any person as a result of their use of any third party web sites that are linked to the Portal.

BNY retains complete discretion and authority to add, delete or revise in whole or in part the Portal, including its Sites, and to modify from time to time any proprietary software provided in conjunction with the use of the Portal and/or any of the Sites. To the extent reasonably possible, BNY will provide notice of such modifications. BNY may terminate, immediately and without advance notice, and without right of cure, any portion or component of the Portal or the Sites.

To the fullest extent permitted by law, there is no warranty of merchantability, no warranty of fitness for a particular purpose, no warranty of quality and no warranty of title or non-infringement. There is no other warranty of any kind, express or implied, regarding electronic access, the sites, any proprietary software, information, materials or client data.

Without limiting the generality of the foregoing, Client acknowledges and agrees (i) the development, maintenance and/or functionality of the Portal is not within the direct or indirect control or responsibility of ACD or Manager,   their respective Funds or any of their affiliated companies (the “Fund Parties”); (ii) none of the Fund Parties make any warranties as to the suitability, compatibility, functionality, or security of the Portal and each disclaims any liability or responsibility therefore; (iii) the Portal is not an agent of the Fund Parties; (iv) Client’s sole remedy for dissatisfaction with the Portal is to stop using the Portal; and (v) the Fund Parties will not be liable to Client or any other party for any losses or damages associated with Client’s use of the Portal including, losses or damages arising from (1) the unauthorized use of the Portal or related systems by or on Client’s behalf; (2) Client’s inability to use the Portal or related systems due to any cause, scheduled or unscheduled.

Limitation of Liability. In no event will ACD or Manager, their respective Funds, BNY, and/or any of their its licensors, Content Providers, Information Providers or third party service providers be liable to Client or anyone else under these terms and conditions for any losses, liabilities damages, costs or expenses including but not limited to, any direct damages, consequential damages, reliance damages, exemplary damages, incidental damages, special damages, punitive damages, indirect damages or damages for loss of profits, good will, business interruption, use, data, equipment or other intangible losses (even if we have been advised of the possibility of such damages) that result from (1) these Terms of Use; or (2) the use of or inability to use the Portal or client data. ACD or Manager,   their respective Funds and/or BNY will not be liable for any loss, damage or economic injury resulting from voluntary shutdown of the server, electronic access to the Portal or any of the Sites to address technical problems, computer viruses, denial-of-service messages or other similar problems.

Indemnification. Client agrees to indemnify, protect and hold ACD or Manager,   their respective Funds, and BNY, and each of their respective officers, directors, affiliates, representatives or employees and any of their its licensors, Content Providers, Information Providers or third party service providers harmless from and against all liability, claims damages, costs and expenses, including reasonable attorneys’ fees and expenses, resulting from a claim by a third party that arises out of (i) any breach by Client or Users, or any third parties of these Terms of Use or any terms of use on the Data Terms Web Site; (ii) ACD or Manager,   their respective Funds, and/or BNY’s use of client data in accordance with these Terms of Use; and (iii) any person obtaining access to Portal through Client, Users, Client’s third parties or through use of any password, user-id or secure identification device issued to one of Users, whether or not Client, a User, or Client’s third party authorized such access. For the avoidance of doubt, and by way of illustration and not by way of limitation, the forgoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms of Use. The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy.

Data Protection

Definitions:-

“Data Controller” shall have the same meaning as in the Data Protection Laws.

"Data Protection Laws" means all applicable law relating to privacy and the protection and processing of Personal Data in the relevant jurisdiction.

“Data Subject” shall have the same meaning as in the Data Protection Laws.

“Disclosing Party” means the party disclosing Personal Data.

“Permitted Purpose” means the purposes set out in (i) this Agreement and (ii) the Receiving Party’s privacy notice (as notified by the Receiving Party).

"Personal Data" shall have the same meaning as in the Data Protection Laws.

“Process” shall have the same meaning as in the Data Protection Laws.

“Receiving Party” means the party receiving the Personal Data.

Client acknowledges that ACD or Manager and BNY are global financial organizations that operates in, and provides services and products through their affiliates, branches, representative offices and/or subsidiaries located in, multiple jurisdictions. ACD or Manager,   and BNY may use one or more of their affiliates, branches, representative offices and/or subsidiaries and/or third party service providers for certain activities, including audit, accounting, administration, risk management, credit, legal, compliance, operations, sales and marketing, relationship management, information technology and the storage, maintenance, aggregation, processing and analysis of information (which may include Personal Data).

Client, ACD or Manager,  and BNY shall comply with their respective obligations under Data Protection Laws.

Client, ACD or Manager,  and BNY acknowledge and agree that they are separate and independent Data Controllers in relation to the Personal Data which they Process pursuant to these Terms of Use.

The Disclosing Party warrants and undertakes that where it collects Personal Data which it subsequently transfers to the Receiving Party:

(i)  it has collected the Personal Data fairly and lawfully; and

(ii) the disclosure of such Personal Data to the Receiving Party for the Permitted Purpose:

(a)    is fair and lawful; and

(b)    is provided for in its fair processing notices (where required by Data Protection Laws).

Where the collection of Personal Data by the Disclosing Party, and subsequent transfer of Personal Data to the Receiving Party requires consent under Data Protection Laws, the Disclosing Party shall obtain all necessary consents from the Data Subjects. The Disclosing Party shall ensure that such consents permit:

(i) the disclosure of the Personal Data to the Receiving Party (and to third parties where required to do so under these Terms of Use); and

(ii) the Receiving Party to Process the Personal Data for the Permitted Purposes.

Each party shall promptly notify the other party in writing (including by email) if a Data Subject withdraws any acknowledgement or consent provided within this provision.

Both parties shall consult and co-operate with each other when responding to any communication, complaint, notice or access request, relating to Personal Data Processed pursuant to these Terms of Use.

Governing law and jurisdiction. Unless otherwise agreed and specified herein, these Terms of Use and any issues or disputes (whether such disputes are contractual or non-contractual (if any) in nature) arising out of or in connection with them are governed by and construed: (a) with respect to ACD and/or its respective Funds, and The Bank of New York Mellon (International) Limited, in accordance with English law; and (b) with respect to Manager and/or its respective Funds, and BNY Fund Services (Ireland) Limited, in accordance with Irish law. Further,  Client expressly and irrevocably agrees to submit to the exclusive jurisdiction of the courts of with England with respect to any action involving ACD or The Bank of New York Mellon (International) Limited, and to the exclusive jurisdiction of the courts of Ireland with respect to any action involving Manager and BNY Fund Services (Ireland) Limited.

Term and Termination. ACD or Manager BNY, or Client may terminate these Terms of Use and the access to the Portal upon thirty (30) days written notice to the other parties.

In the event of any breach of the provisions of these Terms of Use or a breach by any Authorized User of the terms of use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site, ACD or Manager, or BNY may terminate these Terms of Use and the access to the Portal immediately upon written notice to the breaching party.

ACD or Manager and/or BNY may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY believes there is a security risk created by such access.

ACD or Manager and/or BNY may terminate, without advance notice, Client’s access or the access of Users to any portion or component of the Portal or the Sites in the event a third party service provider, Content Provider or Information Provider prohibits ACD or Manager,   and/or BNY from permitting Client or Users to have access to their information or services.

Promptly upon receiving or giving notice of termination, Client will notify all Users of the effective date of the termination.

Upon termination of Client’s access to the Portal, Client shall return all manuals, documentation, workflow descriptions and the like that are in Client’s possession or under Client’s control and all security identification devices. The foregoing obligations shall not be construed to require the Client to return, delete or destroy client or personal data.

The Use of Data, Ownership and Rights, Reliance, Disclaimers, Limitation of Liability Indemnification, Force Majeure, General and confidentiality provisions of the Terms of Use (and other provision of these Terms of Use containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms of Use.

Force Majeure. Notwithstanding anything else in these Terms of Use, none of ACD or Manager,   their respective Funds, BNY or any of their respective officers, directors, affiliates, representatives or employees, licensors, Content Providers, Information Providers or third party service providers shall be liable if they are prevented from, or delayed in performing their obligations, or for any loss resulting from a cause that is beyond the control of that entity.

General. BNY has adopted an incentive compensation program designed (i) to facilitate customers gaining access to and being provided with explanations about the full range of products and services offered by BNY and (ii) to expand and develop customer relationships. This program may lead to the payment of referral fees to employees of BNY who may have been involved in a referral that resulted in

Client obtaining of products or services covered by these Terms of Use or which may be ancillary or supplemental to such products or services. Further details of the payment of referral fees will be provided to the extent required by applicable laws or regulations and other legal requirements and limitations. Should Client require such further details, Client should contact BNY.

These Terms of Use contain the entire agreement between Client and ACD or Manager and BNY, relating to the Portal and supersedes all prior written or oral communications between the parties on the subject. In the event any one or more of the provisions of these Terms of Use shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. Furthermore, the unenforceable provision(s) shall be modified to carry out to the full extent possible the intent of the provision deemed unenforceable.

ACD or Manager and BNY may revise and update these Terms of Use from time to time in their sole discretion. All changes are effective immediately when posted, and apply to all access and use of the Portal and the Site thereafter. Your continued use of the Portal after posting of any revised or updated version of the Terms of Use indicates your consent to the revised or updated Terms of Use. Check this page when you access the Portal to determine whether any revisions or updates have been made.