CUSHING FUNDS TRUST SECOND AMENDMENT TO THE CUSTODY AGREEMENT
XXXXXXX FUNDS TRUST
SECOND AMENDMENT TO THE CUSTODY AGREEMENT
THIS SECOND AMENDMENT dated as of the 28th day of November, 2012, to the Custody Agreement, dated as of August 30, 2010, as amended April 2, 2012 (the "Agreement"), is entered into by and between XXXXXXX FUNDS TRUST f/k/a XXXXXXX MLP FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add The Xxxxxxx Renaissance Advantage Fund and its fees, and to change the name of Trust; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Effective June 4, 2012, Xxxxxxx MLP Funds Trust became known as Xxxxxxx Funds Trust, a Delaware statutory trust. Accordingly, all references to Xxxxxxx MLP Funds trust in the Agreement were replaced with Xxxxxxx Funds Trust.
Amended Exhibit C is hereby superseded and replaced with Amended Exhibit C attached hereto.
Exhibit D is hereby superseded and replaced with Amended Exhibit D attached hereto.
Exhibit D-1, fees for The Xxxxxxx Renaissance Advantage Fund, is hereby added and attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| XXXXXXX FUNDS TRUST | U.S. BANK, N.A. | ||
|
By: /s/ Xxxxx X. Xxxxx
|
By: /s/ Xxxxxxx X. XxXxx | ||
| Printed Name: Xxxxx X. Xxxxx | Printed Name: Xxxxxxx X. XxXxx | ||
| Title: President | Title: Senior Vice President |
11/20/12
1
Amended Exhibit C to the Custody Agreement
Separate Series of Xxxxxxx Funds Trust
Name of Series
The Xxxxxxx MLP Premier Fund
The Xxxxxxx Royalty Energy Income Fund
The Xxxxxxx Renaissance Advantage Fund
11/20/12
2
Amended Exhibit D to the Custody Agreement
|
DOMESTIC CUSTODY SERVICES
ANNUAL FEE SCHEDULE at August, 2010 – Fees for The Xxxxxxx MLP Premier Fund and The Xxxxxxx Royalty Energy Income Fund
|
Annual Fee Based Upon Market Value Per Fund*
.40 basis point on average daily market value
Minimum annual fee per fund - $_____
Plus portfolio transaction fees
Portfolio Transaction Fees
$_____ /book entry DTC transaction/Federal Reserve transaction/principal paydown
$_____ /U.S. Bank repurchase agreement transaction
$_____ /short sale
$_____ /option/future contract written, exercised or expired
$_____ /mutual fund trade/Fed wire/margin variation Fed wire
$_____ /physical security transaction
$_____ /disbursement (waived if U.S. Bancorp is Administrator)
$_____ /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.
|
Chief Compliance Officer Support Fee*
|
§
|
$_____ /year
|
Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
11/20/12
3
Amended Exhibit D (continued) to the Custody Agreement
|
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at August, 2010 – Fees for The Xxxxxxx MLP Premier Fund and The Xxxxxxx Royalty Energy Income Fund
|
||||||||
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
12.00
|
$_____
|
Lebanon
|
All
|
20.00
|
$_____
|
|
|
Australia
|
All
|
1.00
|
$_____
|
Lithuania
|
All
|
16.00
|
$_____
|
|
|
Austria
|
All
|
1.70
|
$_____
|
Luxembourg
|
All
|
3.20
|
$_____
|
|
|
Bahrain
|
All
|
40.00
|
$_____
|
Malaysia
|
All
|
2.90
|
$_____
|
|
|
Bangladesh
|
All
|
32.00
|
$_____
|
Mali*
|
All
|
32.00
|
$_____
|
|
|
Belgium
|
All
|
1.20
|
$_____
|
Malta
|
All
|
17.60
|
$_____
|
|
|
Benin*
|
All
|
32.00
|
$_____
|
Mauritius
|
All
|
24.00
|
$_____
|
|
|
Bermuda
|
All
|
12.00
|
$_____
|
Mexico
|
All
|
1.50
|
$_____
|
|
|
Botswana
|
All
|
20.00
|
$_____
|
Morocco
|
All
|
28.00
|
$_____
|
|
|
Brazil
|
All
|
7.20
|
$_____
|
Namibia
|
All
|
24.00
|
$_____
|
|
|
Bulgaria
|
All
|
32.00
|
$_____
|
Netherlands
|
All
|
1.50
|
$_____
|
|
|
Burkina Faso*
|
All
|
32.00
|
$_____
|
New Zealand
|
All
|
2.00
|
$_____
|
|
|
Canada
|
All
|
1.00
|
$_____
|
Niger*
|
All
|
32.00
|
$_____
|
|
|
Cayman Islands*
|
All
|
0.80
|
$_____
|
Nigeria
|
All
|
24.00
|
$_____
|
|
|
Channel Islands*
|
All
|
1.20
|
$_____
|
Norway
|
All
|
1.50
|
$_____
|
|
|
Chile
|
All
|
16.00
|
$_____
|
Oman
|
All
|
40.00
|
$_____
|
|
|
China“A” Shares
|
All
|
9.60
|
$_____
|
Pakistan
|
All
|
24.00
|
$_____
|
|
|
China“B” Shares
|
All
|
9.60
|
$_____
|
Peru
|
All
|
35.00
|
$_____
|
|
|
Columbia
|
All
|
32.00
|
$_____
|
Philippines
|
All
|
3.90
|
$_____
|
|
|
Costa Rica
|
All
|
12.00
|
$_____
|
Poland
|
All
|
12.00
|
$_____
|
|
|
Croatia
|
All
|
28.00
|
$_____
|
Portugal
|
All
|
4.80
|
$_____
|
|
|
Cyprus*
|
All
|
12.00
|
$_____
|
Qatar
|
All
|
36.00
|
$_____
|
|
|
Czech Republic
|
All
|
9.60
|
$_____
|
Romania
|
All
|
28.00
|
$_____
|
|
|
Denmark
|
All
|
1.50
|
$_____
|
Russia
|
Equities/Bonds
|
30.00
|
$_____
|
|
|
Ecuador
|
All
|
28.00
|
$_____
|
Russia
|
MINFINs
|
12.00
|
$_____
|
|
|
Egypt
|
All
|
25.60
|
$_____
|
Senegal*
|
All
|
32.00
|
$_____
|
|
|
Estonia
|
All
|
5.60
|
$_____
|
Singapore
|
All
|
1.50
|
$_____
|
|
|
Euromarkets(3)
|
All
|
1.00
|
$_____
|
Slovak Republic
|
All
|
20.00
|
$_____
|
|
|
Finland
|
All
|
2.40
|
$_____
|
Slovenia
|
All
|
20.00
|
$_____
|
|
|
France
|
All
|
1.00
|
$_____
|
South Africa
|
All
|
1.50
|
$_____
|
|
|
Germany
|
All
|
1.00
|
$_____
|
South Korea
|
All
|
4.80
|
$_____
|
|
|
Ghana
|
All
|
20.00
|
$_____
|
Spain
|
All
|
1.00
|
$_____
|
|
|
Greece
|
All
|
7.20
|
$_____
|
Sri Lanka
|
All
|
12.00
|
$_____
|
|
|
Guinea Bissau*
|
All
|
40.00
|
$_____
|
Swaziland
|
All
|
24.00
|
$_____
|
|
|
Hong Kong
|
All
|
2.00
|
$_____
|
Sweden
|
All
|
1.00
|
$_____
|
|
|
Hungary
|
All
|
20.00
|
$_____
|
Switzerland
|
All
|
1.00
|
$_____
|
|
|
Iceland
|
All
|
12.00
|
$_____
|
Taiwan
|
All
|
12.00
|
$_____
|
|
|
India
|
All
|
8.00
|
$_____
|
Thailand
|
All
|
2.90
|
$_____
|
|
|
Indonesia
|
All
|
5.80
|
$_____
|
Togo*
|
All
|
32.00
|
$_____
|
|
|
Ireland
|
All
|
1.50
|
$_____
|
Trinidad & Tobago*
|
All
|
24.00
|
$_____
|
|
|
Israel
|
All
|
9.60
|
$_____
|
Tunisia
|
All
|
32.00
|
$_____
|
|
|
Italy
|
All
|
1.50
|
$_____
|
Turkey
|
All
|
9.60
|
$_____
|
|
|
Ivory Coast
|
All
|
32.00
|
$_____
|
UAE
|
All
|
36.00
|
$_____
|
|
|
Jamaica*
|
All
|
28.00
|
$_____
|
United Kingdom
|
All
|
1.00
|
$_____
|
|
|
Japan
|
All
|
1.00
|
$_____
|
Ukraine
|
All
|
19.20
|
$_____
|
|
|
Jordan
|
All
|
32.00
|
$_____
|
Uruguay
|
All
|
40.00
|
$_____
|
|
|
Kazakhstan
|
All
|
48.00
|
$_____
|
Venezuela
|
All
|
32.00
|
$_____
|
|
|
Kenya
|
All
|
24.00
|
$_____
|
Vietnam*
|
All
|
32.00
|
$_____
|
|
|
Latvia
|
Equities
|
12.00
|
$_____
|
Zambia
|
All
|
24.00
|
$_____
|
|
|
Latvia
|
Bonds
|
20.00
|
$_____
|
|||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
11/20/12
4
Amended Exhibit D (continued) to the Custody Agreement - The Xxxxxxx MLP Premier
Fund and The Xxxxxxx Royalty Energy Income Fund
Base Fee - A monthly base charge of $_____ per account (fund) will apply.
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).
|
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
Straight Through Processing – fees waived.
Cash Transactions:
|
§
|
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $50.
|
Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
Out of Pocket Expenses
|
§
|
Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
|
§
|
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
|
§
|
SWIFT reporting and message fees.
|
11/20/12
5
Exhibit D-1 to the Custody Agreement
|
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE at November, 2012 – THE XXXXXXX RENAISSANCE ADVANTAGE FUND
|
|
Annual Fee Based Upon Market Value Per Fund*
0.40 basis point on average daily market value
Minimum annual fee per fund - $_____
Plus portfolio transaction fees
Portfolio Transaction Fees
$_____ /book entry DTC transaction/Federal Reserve transaction/principal paydown
$_____ /U.S. Bank repurchase agreement transaction
$_____ /short sale
$_____ /option/future contract written, exercised or expired
$_____ /mutual fund trade/Fed wire/margin variation Fed wire
$_____ /physical security transaction
$_____ /disbursement (waived if U.S. Bancorp is Administrator)
$_____ /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.
Chief Compliance Officer Support Fee*
§ $_____ /year
Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.
*IMPORTANT NOTE: MINIMUM ANNUAL BASE FEE WILL BE DISCOUNTED 40% UNTIL TOTAL NET ASSETS EXCEED $_____ MILLION OR 36 MONTHS OF OPERATION, WHICHEVER COMES FIRST.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
|
11/20/12
6
Exhibit D-1 (continued) to the Custody Agreement
|
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at November, 2012 - THE XXXXXXX RENAISSANCE ADVANTAGE FUND
|
||||||||
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
12.00
|
$_____
|
Lithuania
|
All
|
16.00
|
$_____
|
|
|
Australia
|
All
|
1.00
|
$_____
|
Luxembourg
|
All
|
3.20
|
$_____
|
|
|
Austria
|
All
|
1.70
|
$_____
|
Malaysia
|
All
|
2.90
|
$_____
|
|
|
Bahrain
|
All
|
40.00
|
$_____
|
Mali*
|
All
|
32.00
|
$_____
|
|
|
Bangladesh
|
All
|
32.00
|
$_____
|
Malta
|
All
|
17.60
|
$_____
|
|
|
Belgium
|
All
|
1.20
|
$_____
|
Mauritius
|
All
|
24.00
|
$_____
|
|
|
Benin*
|
All
|
32.00
|
$_____
|
Mexico
|
All
|
1.50
|
$_____
|
|
|
Bermuda
|
All
|
12.00
|
$_____
|
Morocco
|
All
|
28.00
|
$_____
|
|
|
Botswana
|
All
|
20.00
|
$_____
|
Namibia
|
All
|
24.00
|
$_____
|
|
|
Brazil
|
All
|
7.20
|
$_____
|
Netherlands
|
All
|
1.50
|
$_____
|
|
|
Bulgaria
|
All
|
32.00
|
$_____
|
New Zealand
|
All
|
2.00
|
$_____
|
|
|
Burkina Faso*
|
All
|
32.00
|
$_____
|
Niger*
|
All
|
32.00
|
$_____
|
|
|
Canada
|
All
|
0.75
|
$_____
|
Nigeria
|
All
|
24.00
|
$_____
|
|
|
Cayman Islands*
|
All
|
0.80
|
$_____
|
Norway
|
All
|
1.50
|
$_____
|
|
|
Channel Islands*
|
All
|
1.20
|
$_____
|
Oman
|
All
|
40.00
|
$_____
|
|
|
Chile
|
All
|
16.00
|
$_____
|
Pakistan
|
All
|
24.00
|
$_____
|
|
|
China“A” Shares
|
All
|
9.60
|
$_____
|
Palestinian
Autonomous Area*
|
All
|
36.00
|
$_____
|
|
|
China“B” Shares
|
All
|
9.60
|
$_____
|
Peru
|
All
|
35.00
|
$_____
|
|
|
Columbia
|
All
|
32.00
|
$_____
|
Philippines
|
All
|
3.90
|
$_____
|
|
|
Costa Rica
|
All
|
12.00
|
$_____
|
Poland
|
All
|
12.00
|
$_____
|
|
|
Croatia
|
All
|
28.00
|
$_____
|
Portugal
|
All
|
4.80
|
$_____
|
|
|
Cyprus*
|
All
|
12.00
|
$_____
|
Qatar
|
All
|
36.00
|
$_____
|
|
|
Czech Republic
|
All
|
9.60
|
$_____
|
Romania
|
All
|
28.00
|
$_____
|
|
|
Denmark
|
All
|
1.50
|
$_____
|
Russia
|
Equities
|
30.00
|
$_____
|
|
|
Ecuador
|
All
|
28.00
|
$_____
|
Russia
|
MINFINs
|
12.00
|
$_____
|
|
|
Egypt
|
All
|
25.60
|
$_____
|
Senegal*
|
All
|
32.00
|
$_____
|
|
|
Estonia
|
All
|
5.60
|
$_____
|
Serbia*
|
All
|
50.00
|
$_____
|
|
|
Euromarkets**
|
All
|
1.00
|
$_____
|
Singapore
|
All
|
1.50
|
$_____
|
|
|
Finland
|
All
|
2.40
|
$_____
|
Slovak Republic
|
All
|
20.00
|
$_____
|
|
|
France
|
All
|
1.00
|
$_____
|
Slovenia
|
All
|
20.00
|
$_____
|
|
|
Germany
|
All
|
1.00
|
$_____
|
South Africa
|
All
|
1.50
|
$_____
|
|
|
Ghana
|
All
|
20.00
|
$_____
|
South Korea
|
All
|
4.80
|
$_____
|
|
|
Greece
|
All
|
7.20
|
$_____
|
Spain
|
All
|
1.00
|
$_____
|
|
|
Guinea Bissau*
|
All
|
40.00
|
$_____
|
Sri Lanka
|
All
|
12.00
|
$_____
|
|
|
Hong Kong
|
All
|
1.50
|
$_____
|
Swaziland
|
All
|
24.00
|
$_____
|
|
|
Hungary
|
All
|
20.00
|
$_____
|
Sweden
|
All
|
1.00
|
$_____
|
|
|
Iceland
|
All
|
12.00
|
$_____
|
Switzerland
|
All
|
1.00
|
$_____
|
|
|
India
|
All
|
8.00
|
$_____
|
Taiwan
|
All
|
12.00
|
$_____
|
|
|
Indonesia
|
All
|
5.80
|
$_____
|
Thailand
|
All
|
2.90
|
$_____
|
|
|
Ireland
|
All
|
1.50
|
$_____
|
Togo*
|
All
|
32.00
|
$_____
|
|
|
Israel
|
All
|
9.60
|
$_____
|
Trinidad & Tobago*
|
All
|
24.00
|
$_____
|
|
|
Italy
|
All
|
1.50
|
$_____
|
Tunisia
|
All
|
32.00
|
$_____
|
|
|
Ivory Coast
|
All
|
32.00
|
$_____
|
Turkey
|
All
|
9.60
|
$_____
|
|
|
Jamaica*
|
All
|
28.00
|
$_____
|
UAE
|
All
|
36.00
|
$_____
|
|
|
Japan
|
All
|
0.75
|
$_____
|
United Kingdom
|
All
|
0.75
|
$_____
|
|
|
Jordan
|
All
|
32.00
|
$_____
|
Ukraine
|
All
|
19.20
|
$_____
|
|
|
Kazakhstan
|
All
|
48.00
|
$_____
|
Uruguay
|
All
|
40.00
|
$_____
|
|
|
Kenya
|
All
|
24.00
|
$_____
|
Venezuela
|
All
|
32.00
|
$_____
|
|
|
Latvia
|
Equities
|
12.00
|
$_____
|
Vietnam*
|
All
|
32.00
|
$_____
|
|
|
Latvia
|
Bonds
|
20.00
|
$_____
|
Zambia
|
All
|
24.00
|
$_____
|
|
|
Lebanon
|
All
|
20.00
|
$_____
|
|||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Tiered by market value:<$5 billion: 1bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps.
11/20/12
7
Exhibit D-1 (continued) to the Custody Agreement - THE XXXXXXX RENAISSANCE
ADVANTAGE FUND
Annual Base Fee - $_____ per account (fund) will apply.
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
Cash Transactions:
|
§
|
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $_____.
|
Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $____ per claim.
Out of Pocket Expenses
|
§
|
Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
|
§
|
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
|
§
|
SWIFT reporting and message fees.
|
11/20/12
8
