SECOND AMENDMENT OF THE TRANSFER AGENT SERVICING AGREEMENT
SECOND AMENDMENT OF THE
THIS SECOND AMENDMENT dated as of 23 April, 2018, to the Transfer Agent Servicing Agreement
dated as of June 1, 2017 (the “Agreement”), is entered into by and between CARILLON SERIES TRUST, a Delaware trust (“Trust”), and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to change the fee schedule (Exhibit E) to add fees for the
services, Electronic Form Delivery and Signature Capture.
WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both all
parties and authorized or approved by the Boards of Trustees.
NOW, THEREFORE, the parties agree to add the following fees to the fee schedule (Exhibit E):
Electronic Form Delivery and Signature Capture
– Setup Fee
Implementation – $1,000.00 (includes 15 forms)
– Additional Setup
$75.00 for each additional form and email template
– Transaction Fee
o $6.00 per electronic envelope, and
o Monthly minimum charge – $100.00
– Form and Fund Logo Modifications
o $75.00 per Form
o Updated Fund Logo – $100.00
Exhibit E of the Agreement is hereby superseded and replaced with Exhibit E attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
[Signatures on the Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Second Amendment to be executed by a duly authorized officer on
one or more counterparts as of the date and year first written above.
| CARILLON SERIES TRUST | U.S. BANCORP FUND SERVICES, LLC |
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| By: |
By: |
/s/ Xxxxx X. Xxxxxxxxx |
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| Name: |
Name: |
Xxxxx X. Xxxxxxxxx | ||
| Title: |
Title: |
Senior VP |
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2
Exhibit E to the Transfer Agent Servicing Agreement – Fee Schedule at April, 2018
Annual Service Charges to the Fund*
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Base Fee per CUSIP | $ 2,000/year |
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XXXX Xxxxx 0 Accounts | $ 5.00 /open account |
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Non Level 3 Accounts |
$11.00 /open account |
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Closed Accounts |
$ 2.50 /closed account |
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Miscellaneous Expenses
Including but not limited to telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost
shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC Profile, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor confirms, tax, check printing and writing and commissions), voice
response (VRU) maintenance and development, data communication and implementation charges, specialized programming, return mail processing, omnibus conversions, travel, excess history, FATCA and other compliance mailings.
Additional Services
Available but not included above are the following services - FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges,
outbound calling & marketing campaigns, training, cost basis reporting, short-term trader reporting, excessive trader, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid
by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (lnforma), marketing and fulfillment solution (eCONNECT), and additional services
mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month
following the month during which such account is closed.
3
Exhibit E (continued) to the Transfer Agent Servicing Agreement
FAN Web
Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares
through ACH, etc.
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Annual Base Fee – $36,000 /year | |
| ◾ | FAN Web Direct (API) – Quoted Separately | |
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Customization – $200 /hour – (subject to change at prevailing rates of vendor)
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| ◾ | Activity (Session) Fees: | |
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Inquiry – $0.15 /event
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| – | Account Maintenance – $0.25 /event | |
| – | Transaction – financial transactions, reorder statements, etc. – $0.50 /event | |
| – | New Account Setup – $3.00 /event (Not available with FAN Web Select) | |
| ◾ | Strong Authentication: | |
| – | $0.045 /month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle) | |
Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.
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Base Fee Per Management Company - file generation and delivery - $6,000 /year | |
| ◾ | Per Record Charge | |
| – | Rep/Branch/ID – $.018 | |
| – | Dealer – $0.012 | |
| ◾ | Price Files – $0.002 /record or $1.75 /user per month, whichever is less | |
Vision
Permits broker/dealers, financial planners, and RIAs to use a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new
accounts.
Vision Electronic Statements
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Inquiry Only | |
| – | Inquiry – $0.05 /event | |
| – | Per broker ID – $5.00 /month per ID | |
| ◾ | Transaction Processing | |
| – | Implementation – $5,000 /management company | |
| – | Transaction – purchase, redeem, exchange, literature order - $0.50 /event | |
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New Account Setup – $3.00 /event
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| – | Monthly Minimum Charge – $500 /month | |
Vision Electronic Statements
Provides the capability for financial intermediaries to access electronic statements via the Vision application.*
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Implementation Fees
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| – | $5,000 /fund group | |
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Load charges
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| – | $0.05 /image | |
| ◾ | Archive charge (for any image stored beyond 2 years) | |
| – | $0.015 /document | |
*Normal Vision ID and activity charges also apply.
4
Exhibit E (Continued) to the Transfer Agent Servicing Agreement
Transfer Agent & Shareholder Services
Supplemental Services – E-Commerce Services Fee Schedule
Client Web Data Access
USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.
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BDS – Statement Storage & Retrieval | |
| – | Setup: $250 /user | |
| – | Support: $100 /user per month | |
| ◾ | ReportSource – Report and Data File Storage & Retrieval | |
| – | Setup: Included in intial fund setup on Transfer Agent system | |
| – | $200/ user per month beyond 2 users included as part of setup | |
Additional Data Delivery Services
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Ad Hoc/ PowerSelect File Development
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| – | Standard ad-hoc select: $300 per file | |
| – | Custom coded data for recurring, scheduled delivery: $165 per hour consultation and programming development | |
| – | Support: $100 /file per month | |
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Recurring files/ reports scheduled for delivery via Report Source.
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| ◾ | Custom Electronic File Exchange (DDS delivery of standard TIP files) |
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| – | Setup: $2,500 one-time fee | |
| – | Support: $100 /file per month | |
Recordkeeping Application Access
Programming Charges – (subject to change at prevailing rate of vendor)
CTI Reporting - Integrated custom detailed call reporting
Recurring per Image Storage Fee
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Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers
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| – | $1,500 implementation | |
| – | $500 /month | |
| ◾ | Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers |
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| – | Cost varies depending upon location and bandwidth | |
| ◾ | TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access. | |
| – | $500 implementation | |
| – | $200 /ID per month | |
| ◾ | TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning. | |
| – | $2,500 implementation | |
| – | $350 /ID per month | |
| ◾ | TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only. | |
| – | $1,000 implementation | |
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$200 /ID per month
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Automated Work Distributor (AWD) – Image and workflow application.
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| – | $13,500 implementation | |
| – | $400 /ID per month | |
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Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.
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| – | $1,500 implementation | |
| – | $200 /ID per month | |
| ◾ | PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system. | |
| – | $3,000 /month | |
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$200 /hour
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| ◾ | Charges incurred for customized services based upon fund family requirements including but not limited to: | |
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Fund setup programming (transfer agent system, statements, options, etc.)
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| – | Conversion programming |
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| – | Customized service development | |
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Voice response system setup (menu selections, shareholder system integration, testing, etc.)
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| – | All other client specific customization and/or development services | |
Outbound Calling & Marketing Campaigns – Cost based on project requirements.
5
Exhibit E (continued) to the Transfer Agent Servicing Agreement
Transfer Agent Training Services
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On-site at USBFS - $1,500 /day
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At Client Location - $2,500 /day plus travel and out-of-pocket expenses if required
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Cost Basis Reporting - Annual reporting of shareholder cost basis for non-fiduciary direct accounts.
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$1.00 /direct open account per year
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Contact Center Call Servicing - Services to answer shareholder calls through a dedicated toll-free number.
| ◾ | $1,500 /month |
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1.50 /minute/Shareholder Call
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$0.40 Voice Response Calls
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Plus Miscellaneous Charges related to toll-free lines, call transfers, etc.
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Email Services - Services to capture, queue, monitor, service and archive shareholder email correspondence:
| ◾ | $1,500 setup /fund group |
| ◾ | $500 /month administration |
| ◾ | $5.00 /received email correspondence |
Dealer Reclaim Services - Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.
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$1,000 /fund group per month
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Literature Fulfillment Services*
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Account Management
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$300 /month
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Inbound Teleservicing Only
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Account Management – $250 /month
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Call Servicing – $1.25 /minute
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Lead Source Reporting
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$250 /month
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Closed Loop Reporting
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Account Management – $500 /month
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Database Installation, Setup – $1,500 /fund group
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Miscellaneous Expenses
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Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.
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$250 /monthly report
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Exhibit E (continued) to the Transfer Agent Servicing Agreement
Charges Paid by Investors
Shareholder accounts will be charged based upon the type of activity and type of account, including the following: Qualified Plan Fees
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$15.00 /qualified plan account or Xxxxxxxxx ESA account (Cap at $30.00 /SSN)
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$25.00 /transfer to successor trustee
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$25.00 /refund of excess contribution
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Additional Shareholder Paid Fees
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$15.00 /outgoing wire transfer or overnight delivery
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$5.00 /telephone exchange
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$25.00 /return check or ACH or stop payment
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$10.00 /research request per account (This fee applies to requests for statements older than the prior year)
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Physical Certificate Processing – Services to support the setup and processing of physical certificated shares for a fund family:
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$750 setup/fund group
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$10.00 /certificate transaction
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Real Time Cash Flow
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Implementation (one time charge) & Recurring Charges (monthly)
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| – | 5 Users – $3,750 | |
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10 Users – $6,375
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20 Users – $10,500
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30 Users – $12,375
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40 Users – $13,500
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50 Users – $15,000
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Training
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WebEx – $500 /user
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On Site at USBFS – $1,500 /day
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At Client Location – $2,500 /day plus travel and out-of-pocket expenses if required
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| ◾ | Real Time Data Feeds | |
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Implementation (per feed) – $225 /hour (8 hour estimate)
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Recurring (per feed) – $375 /month
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Quantity
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Rate
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Total
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1MM images
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$5,000
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$5,000
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$5,000
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7
Exhibit E (continued) to the Transfer Agent Agreement
MARS Lite Fee Schedule
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MARS v7i Product and Services
MARS System Setup and Implementation Fees
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One-time fee | One-time Cost | |
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System Implementation Cost- Historical Sales and Compliance and Contact Data from DST TA2000 or up to 2 years of data for MARS Lite.
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*$10,000
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Standard MARS Interface
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$ 2,500
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Omni/SERV Interface Setup
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$ 1,800
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MARS Omni\SERV Module Setup Fee
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$ 2,500
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MARS Training per Day
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$ 2,500
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Data Conversion Schwab – Historical sales from Schwab for up to 2 years of sales history
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$ 2,500
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Data Conversion Fidelity – Historical sales from Fidelity for up to 2 years of sales history.
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$ 2,500
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Data Conversion TD Ameritrade – Historical sales from TD Ameritrade for up to 2 vears of sales history.
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$ 2,500
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Data Conversion DataLynx – Historical sales from DataLynx for up to 2 years of sales history.
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$ 2,500
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Custom Data lnterfaceSetup
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Cost
per
interface
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Number of
interfaces
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$ 7,500
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Total One-time Cost:
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*$10,000
one-time Cost
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MARS v7i Product and Services
MARS System Setup and Implementation Fees
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Monthly
Cost
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MARS Lite Sales & Compliance Modules1
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*$6,000
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*$6,000 |
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Notes:
1. MARS Lite includes Schwab, Fidelity and OmniServ Interfaces. Does not provide user access or CRM functionality.
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| Total Monthly Cost: |
*$6,000
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Where the price is marked with a “*” this is a discounted price if signed by 12/31/2014
8
Exhibit E to the Sub-Transfer Agent Servicing Agreement
Supplemental Services – Electronic Signature Capture Fee Schedule
Electronic Form Delivery and Signature Capture
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Setup Fee
Implementation – $1,000.00 (includes 15 forms)
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Additional Setup
$75.00 for each additional form and email template
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Transaction Fee
o $6.00 per electronic envelope, and
o Monthly minimum charge – $100.00
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Form and Fund Logo Modifications
o $75.00 per Form
o Updated Fund Logo – $100.00
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9
