ELEVENTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
ELEVENTH AMENDMENT
TO THE FUND ADMINISTRATION SERVICING AGREEMENT
THIS ELEVENTH AMENDMENT effective as of January 1, 2015, to the Fund Administration Servicing Agreement (the “Agreement”) dated as of March 25, 2010, as amended August 25, 2010, August 25, 2011, December 9, 2011, October 29, 2012, February 27, 2013, August 21, 2013, November 20, 2013, February 26, 2014, May 22, 2014 and November 20, 2014, is entered into by and between DOUBLELINE FUNDS TRUST, a Delaware statutory trust (the “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 length of the Agreement and the fee schedule of the Agreement; and
WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of Trustees.
NOW, THEREFORE, the parties agree as follows:
Section 10. Term of Agreement; Amendment shall be superseded and replaced with the following Section 10.
10. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above and will continue in effect through December 31, 2017. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.
Amended Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.
Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.
(signatures on the following page)
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| DOUBLELINE FUNDS TRUST | U.S. BANCORP FUND SERVICES, LLC | |
| By: /s/ Xxxxxx X. Xxxxxx | By: /s/ Xxxxxxx X. XxXxx | |
| Name: Xxxxxx X. Xxxxxx | Name: Xxxxxxx X. XxXxx | |
| Title: President | Title: Executive Vice President | |
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Amended Exhibit B to the Fund Administration Servicing Agreement -
| FUND ACCOUNTING, ADMINISTRATION SERVICES AND DOMESTIC CUSTODY FEE SCHEDULE effective January 1, 2015 |
Annual Fee Based Upon Market Value of the Fund Complex:
2.50 basis points on the first $3 billion
2.00 basis points on the next $5 billion
1.50 basis points on the next $25 billion
1.00 basis points on the balance
Included in Annual Complex Fee:
| ¡ | Advisor Information Source Web Portal access and reports |
| ¡ | Daily compliance testing (Xxxxxxx River Investment Management) |
| ¡ | Start up legal administration services |
| ¡ | Daily performance reporting |
| ¡ | Legal administration for annual updates |
| ¡ | 15c-3 Reporting |
| ¡ | Chief Compliance Officer support |
Portfolio Transaction Fees
$4.00 per book entry DTC transaction/Federal Reserve transaction/principal paydown
$6.00 per short sale
$7.00 per U.S. Bank repurchase agreement transaction
$8.00 per option/future contract written, exercised or expired
$15.00 per mutual fund trade/Fed wire/margin variation Fed wire
$25.00 per physical security transaction
$150.00 per segregated account per year
| ¡ | A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. |
| ¡ | No charge for the initial conversion free receipt. |
| ¡ | Overdrafts – charged to the account at prime interest rate plus 2. |
Out-Of-Pocket Expenses
Including but not limited to postage, stationery, programming, special reports, systems expenses, proxies, insurance, legal administration projects, XXXXX filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from Board of directors meetings, third party auditing and legal expenses, pricing services, fair value pricing services, factor services, customized reporting, expenses incurred in the transfer fees, safekeeping, delivery and receipt of securities, shipping, and conversion expenses (if necessary).
| ¡ | Pricing Services (Prices below are based on U.S Bancorp’s primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees) |
| – | $0.07 Domestic and Canadian Equities/Options |
| – | $0.45 Corp/Gov/Agency Bonds/International Equities/Futures |
| – | $0.70 CMOs/Municipal Bonds/Money Market Instruments/International Bonds/Asset- |
| Backed/Mortgage-Backed/High Yield Bonds |
| – | $1.00 /Fund per Day - Bank Loans |
| – | $2.25 /Fund per Day - Credit Default Swaps |
| – | $2.15 /Fund per Day - Basic Interest Rate Swaps |
| – | $125 /Fund per Month - Mutual Fund Pricing |
| – | $125 /Month Manual Security Pricing (>10/day) |
| – | No Charge – Corporate Action Services |
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Amended Exhibit B (continued) to the Fund Administration Servicing Agreement
| FUND ACCOUNTING, ADMINISTRATION SERVICES, AND DOMESTIC CUSTODY FEE SCHEDULE effective January 1, 2015 |
| ¡ | Factor Services (BondBuyer) |
| – | $1.50 /CMO/Month |
| – | $0.25 /Mortgage Backed/Month |
| – | $300 /Month Minimum/Fund Group |
| ¡ | Fair Value Services (FT Interactive) |
| – | $0.60 on the First 100 Securities/Day |
| – | $0.44 on the Balance of Securities/Day |
NOTE: Prices above are based on using IDC as the primary pricing service. Alternative source costs may vary. All schedules subject to change depending upon the use of derivatives – options, futures, short sales, etc.
Electronic Board Book Portal – Document Mall
$4,800/year (includes 10 “external” users) - waived
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