THIRD AMENDMENT to the FUND ADMINISTRATION SERVICING AGREEMENT
THIRD AMENDMENT to the
THIS THIRD AMENDMENT to the Fund Administration Servicing Agreement is made and entered into by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U. S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”) and is effective as of the date last written on the signature block.
WHEREAS, the Trust and Fund Services have previously entered into a certain Fund Administration Servicing Agreement, dated as of May 9, 2019 (the "Agreement"); and
WHEREAS, the parties desire to amend the fee schedule of the agreement; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1.Effective June 1, 2020, Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Exhibit C attached hereto.
2.Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications or prior writings (except as otherwise provided herein) with respect thereto. Except as expressly amended herein, all of the provisions of the Agreement shall remain in full force and effect, and all references to the Agreement in the Agreement or any document related thereto shall for all purposes constitute references to the Agreement as amended hereby. This Amendment shall in no way operate as a novation, release, or discharge of any of the provisions of the Agreement (except as amended herein), or any indebtedness thereby evidenced.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year last written below.
North Square Investments Trust U.S. Bank National Association
By:__/s/ Xxxx X. Molotsky_________ By:___/s/ Xxxxx Zagrodnik________
Name: __Alan E. Molotsky_______ Name: __Anita Zagrodnik_________
Title: _Secretary/Treasurer________ Title: ___Senior Vice President______
Date: __8/30/20_________________ Date: ____9/15/2020_______________
Exhibit A
to the
Fund Names
North Square Advisory Research All Cap Value Fund
North Square Dynamic Small Cap Fund
North Square Multi Strategy Fund
North Square Oak Ridge All Cap Growth Fund (formerly Disciplined Growth Fund)
North Square Oak Ridge Dividend Growth Fund
North Square Oak Ridge Small Cap Growth Fund
North Square Strategic Income Fund
North Square Altrinsic International Equity Fund
North Square XxXxx Bond Fund
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Exhibit C
to the
Fund Start-up & Registration Services Project Fee Schedule at June 1, 2020
Legal Administration Service Proposal – In support of external legal counsel
$[ ]per project – one fund
$[ ]per project – two funds
$[ ]per project – three funds
$[ ]per project – four funds
(Excludes Trust counsel fee; subject to services provided; if applicable)
•Additional fee of $[ ]per sub-advisor
•Additional fee of $[ ]per drafting multi-manager exemptive application (does not include outside legal costs)
Additional Legal Administration Services
•Subsequent new fund launch – $[ ]per project
•Subsequent new share class launch – $[ ]per project
•Multi-managed funds – as negotiated based upon specific requirements
•Proxy – as negotiated based upon specific requirements
•Annual legal update – $[ ]per project
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
•Postage, if necessary, Federal and state regulatory filing fees, expenses from Board of Trustee meetings, Third party auditing and legal expenses, XXXXX/XBRL filing
The Fund start-up and registration services project fee is paid for by the advisor and not the Fund(s).This fee is not able to be recouped by the advisor under an expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bancorp Fund Services and 50% 75 days after the preliminary registration statement is filed with the SEC filings.
Extraordinary services – negotiated based upon specific requirements
•Multi-managed funds, proxy, expedited filings, asset conversion, fulcrum fee, exemptive applications
Reorganization
•Legal Administration costs for drafting, filing series registration, proxy, agreement and plan of reorganization WAIVED
•XXXXX filing expense
•Initial conversion fees waived
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Exhibit C (continued) to the Fund Administration Servicing Agreement
Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule at June 1, 2020
Annual Fee Based Upon Average Net Assets at the complex level*
[ ] basis points on the first $[ ]million
[ ] basis points on the next $[ ]million
[ ] basis points on the balance
Minimum Annual Fee of $[ ]per Fund. After June 1, 2020, each new fund costs an additional $[ ]annually. As of July 2020, U.S. Bank Global Fund Services agrees to waive [ ]of the per fund minimum fee the first year and [ ] of the per fund minimum fee the second year for new funds launched after June 1, 2020. For the first two years of new funds, the reduced minimums will be used when comparing to the bpts.
•Additional fee of $[ ]for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor. As of July 2020, U.S. Bank Global Fund Services agrees to waive [ ]the fee the first year and[ ]the fee the second year for new Classes launched after June 1, 2020.
Services Included in Annual Fee Per Fund
•Advisor Information Source – On-line access to portfolio management and compliance information.
•Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
•USBFS Legal Administration (e.g., registration statement update)
All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements.
Data Services
Pricing Services
•$[ ]– Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs
•$[ ]– Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
•$[ ]– CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
•$[ ]– Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
•$[ ]– Bank Loans
•$[ ]– Swaptions
•$[ ]– Intraday money market funds pricing, up to 3 times per day
•$[ ]– Credit Default Swaps
•$[ ]per Month Manual Security Pricing (>25per day)
NOTE: Prices above are based on using U.S. Bancorp 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. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.
Corporate Action and Factor Services (security paydown)
•$[ ]per Foreign Equity Security per Month
•$[ ]per Domestic Equity Security per Month
•$[ ]per CMOs, Asset Backed, Mortgage Backed Security per Month
Third Party Administrative Data Charges (descriptive data for each security)
•$[ ] per security per month for fund administrative data
SEC Modernization Requirements
•Form N-PORT – $[ ]per year, per Fund
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•Form N-CEN – $[ ]per year, per Fund
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, , third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.
Exhibit C (continued) to the Fund Administration Servicing Agreement
Additional Services
Additional services not included above shall be mutually agreed upon and documented on the Additional Services fee schedule: additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.
In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
* Subject to annual CPI increase – All Urban Consumers – U.S. City Average.
Fees are calculated pro rata and billed monthly.
Chief Compliance Officer Support Fee*
•$[ ]per year per fund complex
In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
* Subject to annual CPI increase – All Urban Consumers – U.S. City Average.
Fees are calculated pro rata and billed monthly.
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Exhibit C (continued) to the Fund Administration Servicing Agreement
Fund Administration & Portfolio Compliance
(Additional Services Fee Schedule)
Transfer In-Kind
•Tax Free Transfer In-Kind Cost Basis Tracking* – $[ ]per sub-account per year
Daily Compliance Services (if required)
•Base fee – $[ ]per fund per year
•Setup – $[ ]per fund group
Section 18 Compliance Testing
•$[ ]set up fee per fund complex
•$[ ]per fund per month
Section 15(c) Reporting
$[ ]per fund per standard reporting package*
Additional 15c reporting is subject to additional charges
*Standard reporting packages for annual 15(c) meeting
- Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
- Performance reporting package: Peer Comparison Report
Standard data source – Morningstar; additional charges will apply for other data services
Equity & Fixed Income Attribution Reporting
•Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end, Prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
Optional Tax Services
•Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ]per year
•Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ]per additional estimate
•State tax returns - (First two included in core services) – $[ ]per additional return
Tax Reporting – MLP C-Corporations
Federal Tax Returns
•Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ]
◦Prepare Federal and State extensions (If Applicable) – Included in the return fees
◦Prepare provision estimates – $[ ]Per estimate
State Tax Returns
•Prepare state income tax returns for funds and blocker entities – $[ ]per state return
◦Sign state income tax returns – $[ ]per state return
◦Assist in filing state income tax returns – Included with preparation of returns
•State tax notice consultative support and resolution – $[ ]per notice
6
Exhibit C (continued) to the Fund Administration Servicing Agreement
Fund Administration & Portfolio Compliance Services
Additional Services Fee Schedule (continued)
BookMark Electronic Board Book Portal
•USBFS will establish a central, secure portal for Board materials using a unique client board URL.
•Your Fund Administrator will load/maintain all fund board book data for the main fund board meetings and meetings.
•Features password-protected, encrypted servers with automatic failover.
•Training and ongoing system support.
•Accessible from your smart phone or iPad.
•Allows multiple users to access materials concurrently.
•Searchable archive.
•Ability to make personal comments.
Annual Fee per Trust
•0 – 10 users – [ ]
•10 – 20 users – $[ ]
•20 – 30 users – $[ ]
•30 – 40 users – $[ ]
Diligent Boardbooks
Online portal to access board book documents. Each user will receive both online and offline capability access
Minimum fee (includes 1 board, 1 committee and 12 users)
12 users may consist of any combination of Board Members/ Executives and Administrators
Accessing Entities and Individuals Installation Fee Annual Fee
Affiliate Package $[ ] $[ ]
Additional Boards $[ ] $[ ]
Additional Committees/Meeting Groups $[ ] $[ ]
Additional Online & Offline Users (Board Members/Execs) $[ ] $[ ]
Online and Offline Users (Administrative
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