CUSHING FUNDS TRUST SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
XXXXXXX FUNDS TRUST
SECOND AMENDMENT TO THE FUND ADMINISTRATION
SERVICING AGREEMENT
THIS SECOND AMENDMENT dated as of the 28th day of November, 2012, to the Fund Administration Servicing 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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, 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, Section 10 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Amended Exhibit A is hereby superseded and replaced with Amended Exhibit A attached hereto.
Exhibit B is hereby superseded and replaced with Amended Exhibit B attached hereto.
Exhibit B-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. BANCORP FUND SERVICES, LLC | ||
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By: /s/ Xxxxx X. Xxxxx
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By: /s/ Xxxxxxx X. XxXxx | ||
| Printed Name: Xxxxx X. Xxxxx | Printed Name: Xxxxxxx X. XxXxx | ||
| Title: President | Title: Executive Vice President |
11/2012
1
Amended Exhibit A to the Fund Administration Servicing 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
11/2012
2
Amended Exhibit B to the
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FUND ADMINISTRATION & PORTFOLIO COMPLIANCE SERVICES
FEE SCHEDULE at August, 2010 – Fees for The Xxxxxxx MLP Premier Fund and
The Xxxxxxx Royalty Energy Income Fund
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Domestic Funds
Annual Fee Based Upon Average Net Assets Per Fund*
8 basis points on the first $_____ million
7 basis points on the next $_____ million
4 basis points on the balance
Minimum annual fee: $_____ per fund portfolio
International Funds
Annual Fee Based Upon Average Net Assets Per Fund*
9 basis points on the first $_____ million
8 basis points on the next $_____ million
6 basis points on the next $_____ million
4 basis points on the balance
Minimum annual fee: $_____ per fund portfolio
Services Included in Annual Fee Per Fund
§ Advisor Information Source Web portal
Chief Compliance Officer Support Fee*
§ $_____ /year
Multiple Classes – Add the following for each class beyond the first class:
§ $_____ base fee
Out-Of-Pocket Expenses
Including but not limited to postage, stationery, programming, special reports, third-party data provider costs, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, expenses from Board of Directors or Trustees meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), and conversion expenses (if necessary).
Additional Services
Available but not included above are the following services – USBFS legal administration (e.g., registration statement update), daily performance reporting, daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board materials, and additional services mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are billed monthly.
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11/2012
3
Amended Exhibit B (continued) to the Fund Administration Servicing Agreement
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES - FEE SCHEDULE at August, 2010 – Fees for The Xxxxxxx MLP Premier
Fund and The Xxxxxxx Royalty Energy Income Fund
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Annual Legal Administration – Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
§ 1 basis point on assets
§ $_____ additional minimum
Additional Services:
§ New fund launch – as negotiated based upon specific requirements
§ Subsequent new fund launch – $_____ /project
§ Subsequent new share class launch – $_____ /project
§ Multi-managed funds – as negotiated based upon specific requirements
§ Proxy – as negotiated based upon specific requirements
Daily Pre- and Post-Tax Performance Reporting
§ Performance Service – $_____ /CUSIP per month
§ Setup – $_____ /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $_____ setup /FTP site
Daily Compliance Services (Xxxxxxx River)
§ Base fee – $_____ /fund per year
§ Setup – $_____/fund group
§ Data Feed – $_____ /security per month
Section 15(c) Reporting
§ $_____ /fund per report – first class
§ $_____ /additional class report
Equity Attribution
§ $_____ first user
§ $_____ 2nd user
§ $_____ thereafter
§ Plus, $_____ - $_____ annually
Electronic Board Materials
§ USBFS will establish a unique client board URL and load/maintain all fund board book data for the main fund board meetings and meetings for up to two separate committees
§ Up to 10 non-USBFS users including advisor, legal, audit, etc.
§ Complete application, data and user security – data encryption and password protected
§ On-line customized board materials preparation workflow
§ Includes web-based and local/off-line versions
§ Includes complete initial and ongoing user training
§ Includes 24/7/365 access via toll free number
§ Includes remote diagnostics for each user, including firewall and network issues
§ Triple server backup / failover
Annual Fee
§ $_____ /year (includes 10 external users)
§ $_____ /year per additional user
§ $_____ implementation/setup fee
Advisor Information Source Web Portal (INCLUDED IN ANNUAL FEE)
§ $_____ /fund per month
§ $_____ /fund per month for clients using an external administration service
§ Specialized projects will be analyzed and an estimate will be provided prior to work being performed
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11/2012
4
Exhibit B-1 to the Fund Administration Servicing Agreement
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FUND ADMINISTRATION & PORTFOLIO COMPLIANCE SERVICES
FEE SCHEDULE at November, 2012 – THE XXXXXXX RENAISSANCE ADVANTAGE
FUND
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Domestic Funds
Annual Fee Based Upon Average Net Assets Per Fund*
7 basis points on the first $_____ million
6 basis points on the next $_____ million
4 basis points on the balance
Minimum annual fee: $_____ per fund portfolio
International/Global Funds
Annual Fee Based Upon Average Net Assets Per Fund*
9 basis points on the first $_____ million
8 basis points on the next $_____ million
6 basis points on the next $_____ million
4 basis points on the balance
Minimum annual fee: $_____ per fund portfolio
Chief Compliance Officer Support Fee*
§ $_____ /year
Multiple Classes – Add the following for each class beyond the first class:
§ $_____ base fee
Out-Of-Pocket Expenses
Including but not limited to postage, stationery, programming, special reports, third-party data provider costs (including GICS, MSCI, etc), proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing charges, and conversion expenses (if necessary).
Additional Services
Available but not included above are the following services – subsequent new fund launch, daily performance reporting, daily compliance testing (Xxxxxxx River), Section 15(c) reporting, equity attribution, electronic Board book portal (BookMark), and additional services mutually agreed upon.
*IMPORTANT NOTE: MINIMUM ANNUAL BASE FEE WILL BE DISCOUNTED 40% UNTIL TOTAL NET ASSETS EXCEED $50 MILLION OR 36 MONTHS OF OPERATION, WHICHEVER COMES FIRST.
Fees are billed monthly.
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11/2012
5
Exhibit B-1 (continued) to the Fund Administration Servicing Agreement
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at November, 2012 – THE XXXXXXX RENAISSANCE ADVANTAGE FUND
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Annual Legal Administration – Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
Additional Services:
§ New fund launch – as negotiated based upon specific requirements
§ Subsequent new fund launch – $_____ /project
§ Subsequent new share class launch – $_____ /project
§ Multi-managed funds – as negotiated based upon specific requirements
§ Proxy – as negotiated based upon specific requirements
§ Expedited filings – as negotiated based upon specific requirements
§ Asset conversion – as negotiated based upon specific requirements
§ Fulcrum fee – as negotiated based upon specific requirements
§ Exemptive applications – as negotiated based upon specific requirements
Daily Pre- and Post-Tax Fund and/or Sub-Advisor Performance Reporting
§ Performance Service – $_____ /CUSIP per month
§ Setup – $_____ /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $_____ setup /FTP site
Daily Compliance Services (Xxxxxxx River)
§ Base fee – $_____ /fund per year
§ Setup – $_____ /fund group
§ Data Feed – $_____ /security per month
Section 15(c) Reporting
§ $_____ /fund per report – first class
§ $_____ /additional class report
Equity Attribution (Morningstar Direct)
§ Fees are dependent upon portfolio makeup
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
§ 0 - 10 users - $_____ (includes 3 GB of storage)
§ 10 - 20 users - $_____
§ 20 - 30 users - $_____
§ 30 - 40 users - $_____
Additional storage:
§ 3 GB included in annual charge
§ $_____ for each additional 5 GB of storage
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11/2012
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