TRANSFER AGENT SERVICING AGREEMENT
Exhibit h(1)
THIS
AGREEMENT is made and entered into as of the last date on the
signature page, by and between PROCURE ETF TRUST I, a
Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a
Wisconsin limited liability company (“Fund Services or
USBFS”).
listed
on Exhibit A attached hereto (as amended from time to
time).
The
Trust hereby appoints Fund Services as transfer agent of the Trust
on the terms and conditions set forth in this Agreement, and Fund
Services hereby accepts such appointment and agrees to perform the
services and duties set forth in this Agreement. The services and
duties of Fund Services shall be confined to those matters
expressly set forth herein, and no implied duties are assumed by or
may be asserted against Fund Services hereunder.
Fund
Services shall provide the following transfer agent and dividend
disbursing agent services to each Fund:
A.
Perform and facilitate the performance of purchases and redemption
of Creation Units;
B.
Prepare and transmit by means of DTC’s book-entry system
payments for dividends and distributions on or with respect to the
Shares declared by the Trust on behalf of the applicable
Fund;
C.
Maintain the record of the name and address of the Shareholder and
the number of Shares issued by the Trust and held by the
Shareholder;
D.
Record the issuance of Shares of the Trust and maintain a record of
the total number of Shares of the Trust which are outstanding, and,
based upon data provided to it by the Trust, the total number of
authorized Shares. Fund Services shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of such
Shares
E.
Prepare and transmit to the Trust and the Trust’s
administrator and to any applicable securities exchange (as
specified to Fund Services by the Trust) information with respect
to purchases and redemptions of Shares;
F. On
days that the Trust may accept orders for purchases or redemptions,
calculate and transmit to Fund Services and the Trust the number of
outstanding Shares;
G. On
days that the Trust may accept orders for purchases or redemptions
(pursuant to the Participant Agreement), transmit to Fund Services,
the Trust and DTC the amount of Shares purchased on such
day;
H.
Confirm to DTC the number of Shares issued to the Shareholder, as
DTC may reasonably request;
I.
Prepare and deliver other reports, information and documents to DTC
as DTC may reasonably request;
J.
Extend the voting rights to the Shareholder for extension by DTC to
DTC participants and the beneficial owners of Shares in accordance
with policies and procedures of DTC for book-entry only
securities;
K.
Maintain those books and records of the Trust specified by the
Trust and agreed upon by Fund Services;
L.
Prepare a monthly report of all purchases and redemptions of Shares
during such month on a gross transaction basis, and identify on a
daily basis the net number of Shares either redeemed or purchased
on such business day and with respect to each Authorized
Participant purchasing or redeeming Shares, the amount of Shares
purchased or redeemed;
M.
Receive from the Distributor or from its agent purchase orders from
Authorized Participants (as defined in the Authorized Participant
Agreement) for Creation Unit Aggregations of Shares received in
good form and accepted by or on behalf of the Trust by the
Distributor, transmit appropriate trade instructions to the NSCC,
if applicable, and pursuant to such orders issue the appropriate
number of Shares of the Trust and hold such Shares in the account
of the Shareholder for each of the respective Funds;
N.
Receive from the Authorized Participants redemption requests,
deliver the appropriate documentation thereof to the Trust’s
custodian, generate and transmit or cause to be generated and
transmitted confirmation of receipt of such redemption requests to
the Authorized Participants submitting the same; transmit
appropriate trade instructions to the NSCC, if applicable, and
redeem the appropriate number of Creation Unit Aggregations of
Shares held in the account of the Shareholder for each of the
respective Funds; and
O.
Confirm the name, U.S. taxpayer identification number and principle
place of business of each Authorized Participant.
In addition
to the services set forth above, Fund Services shall: perform the
customary services of a transfer agent and dividend disbursing
agent including, but not limited to, maintaining the account of the
Shareholder; and obtaining at the request of the Trust from the
Shareholder a list of DTC participants holding interests in the
Global Certificate.
Fund
Services shall keep records relating to the services to be
performed hereunder, in the form and manner required by applicable
laws, rules, and regulations under the 1940 Act and to the extent
required by Section 31 of the 1940 Act and the rules thereunder
(the “Rules”), all such books and records shall be the
property of the Trust, will be preserved, maintained and made
available in accordance with such Section and Rules, and will be
surrendered promptly to the Trust on and in accordance with its
request.
The
Trust hereby acknowledges that Fund Services has an arrangement
with an outside vendor to conduct lost shareholder searches
required by Rule 17Ad-17 under the Securities Exchange Act of 1934,
as amended. Costs associated with such searches will be passed
through to the Trust as miscellaneous expenses in accordance with
the fee schedule set forth on Exhibit B attached hereto. If a
shareholder remains lost and the shareholder’s account
unresolved after completion of the mandatory Rule 17Ad-17 search,
the Trust hereby authorizes vendor to enter, at its discretion,
into fee sharing arrangements with the lost shareholder (or such
lost shareholder’s representative or executor) to conduct a
more in-depth search in order to locate the lost shareholder before
the shareholder’s assets escheat to the applicable state. The
Trust hereby acknowledges that Fund Services is not a party to
these arrangements and does not receive any revenue sharing or
other fees relating to these arrangements. Furthermore, the Trust
hereby acknowledges that vendor may receive up to 35% of the lost
shareholder’s assets as compensation for its efforts in
locating the lost shareholder.
The
Trust acknowledges that it has had an opportunity to review,
consider and comment upon the written procedures provided by Fund
Services describing various tools used by Fund Services which are
designed to promote the detection and reporting of potential money
laundering activity and identity theft by monitoring certain
aspects of shareholder activity as well as written procedures for
verifying a customer’s identity (collectively, the
“Procedures”). Further, the Trust and Fund Services
have each determined that the Procedures, as part of the
Trust’s overall Anti-Money Laundering Program and Red Flag
Identity Theft Prevention Program, are reasonably designed to: (i)
prevent each Fund from being used for money laundering or the
financing of terrorist activities; (ii) prevent identity theft; and
(iii) achieve compliance with the applicable provisions of the Bank
Secrecy Act, Fair and Accurate Credit Transactions Act of 2003 and
the USA Patriot Act of 2001 and the implementing regulations
thereunder.
Based
on this determination, the Trust hereby instructs and directs Fund
Services to implement the Procedures on the Trust’s behalf,
as such may be amended or revised from time to time. It is
contemplated that these Procedures will be amended from time to
time by the parties as additional regulations are adopted and/or
regulatory guidance is provided relating to the Trust’s
anti-money laundering and identity theft
responsibilities.
Fund
Services agrees to provide to the Trust:
(a)
Prompt
written notification of any transaction or combination of
transactions that Fund Services believes, based on the Procedures,
evidence money laundering or identity theft activities in
connection with the Trust or any Fund shareholder;
(b)
Prompt
written notification of any customer(s) that Fund Services
reasonably believes, based upon the Procedures, to be engaged in
money laundering or identity theft activities, provided that the
Trust agrees not to communicate this information to the
customer;
(c)
Any
reports received by Fund Services from any government agency or
applicable industry self-regulatory organization pertaining to Fund
Services’ Anti-Money Laundering Program or the Red Flag
Identity Theft Prevention Program on behalf of the
Trust;
(d)
Prompt
written notification of any action taken in response to anti-money
laundering violations or identity theft activity as described in
(a), (b) or (c) immediately above; and
(e)
Certified
annual and quarterly reports of its monitoring and customer
identification activities pursuant to the Procedures on behalf of
the Trust.
The
Trust hereby directs, and Fund Services acknowledges, that Fund
Services shall (i) permit federal regulators access to such
information and records maintained by Funder Services and relating
to Fund Services’ implementation of the Procedures, on behalf
of the Trust, as they may request, and (ii) permit such federal
regulators to inspect Fund Services’ implementation of the
Procedures on behalf of the Trust.
Fund
Services shall be compensated for providing the services set forth
in this Agreement in accordance with the fee schedule set forth on
Exhibit B attached hereto (as amended from time to time by written
request of the parties to this Agreement). Fund Services shall be
reimbursed for such miscellaneous expenses (e.g., telecommunication
charges, postage and delivery charges, and reproduction charges) as
are reasonably incurred by Fund Services in performing its duties
hereunder. Fund Services shall also be compensated for any
increases in costs due to the adoption of any new or amended
industry, regulatory or other applicable rules. The Trust shall pay
all such fees and reimbursable expenses within thirty (30) calendar
days following receipt of the monthly billing notice, except for
any fee or expense subject to a good faith dispute. The Trust shall
notify Fund Services in writing within thirty (30) calendar days
following receipt of each invoice if the Trust is disputing any
amounts in good faith. The Trust shall pay such disputed amounts
within 10 calendar days of the day on which the parties agree to
the amount to be paid, if any. Notwithstanding anything to the
contrary, amounts owed by the Trust to Fund Services shall only be
paid out of the assets and property of the particular Fund
involved.
A.
The Trust hereby
represents and warrants to Fund Services, which representations and
warranties shall be deemed to be continuing throughout the term of
this Agreement, that:
(1)
It is duly
organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now
conducted, to enter into this Agreement and to perform its
obligations hereunder;
(2)
This Agreement has
been duly authorized, executed and delivered by the Trust in
accordance with all requisite action and constitutes a valid and
legally binding obligation of the Trust, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties;
(3)
It is conducting
its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has
obtained all regulatory approvals necessary to carry on its
business as now conducted; there is no statute, rule, regulation,
order or judgment binding on it and no provision of its charter,
bylaws or any contract binding it or affecting its property which
would prohibit its execution or performance of this Agreement;
and
(4)
A registration
statement under the 1940 Act and the Securities Act of 1933, as
amended, will be made effective prior to the effective date of this
Agreement and will remain effective during the term of this
Agreement, and appropriate state securities law filings will be
made prior to the effective date of this Agreement and will
continue to be made during the term of this Agreement as necessary
to enable the Trust to make a continuous public offering of its
shares.
B.
Fund Services
hereby represents and warrants to the Trust, which representations
and warranties shall be deemed to be continuing throughout the term
of this Agreement, that:
(1)
It is duly
organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now
conducted, to enter into this Agreement and to perform its
obligations hereunder;
(2)
This Agreement has
been duly authorized, executed and delivered by Fund Services in
accordance with all requisite action and constitutes a valid and
legally binding obligation of Fund Services, enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured
parties;
(3)
It is conducting
its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has
obtained all regulatory approvals necessary to carry on its
business as now conducted; there is no statute, rule, regulation,
order or judgment binding on it and no provision of its charter,
bylaws or any contract binding it or affecting its property which
would prohibit its execution or performance of this Agreement;
and
(4)
It is a registered
transfer agent under the Exchange Act.
A.
Fund
Services shall exercise reasonable care in the performance of its
duties under this Agreement. Fund Services shall not be liable for
any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with its duties under this Agreement,
including losses resulting from mechanical breakdowns or the
failure of communication or power supplies beyond fund
Services’ control, except a loss arising out of or relating
to Fund Services’ refusal or failure to comply with the terms
of this Agreement or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this Agreement.
Notwithstanding any other provision of this Agreement, if Fund
Services has exercised reasonable care in the performance of its
duties under this Agreement, the Trust shall indemnify and hold
harmless Fund Services from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that Fund Services may
sustain or incur or that may be asserted against Fund Services by
any person arising out of any action taken or omitted to be taken
by it in performing the services hereunder (i) in accordance with
the foregoing standards, or (ii) in reliance upon any written or
oral instruction provided to Fund Services by any duly authorized
officer of the Trust, as approved by the Board of Trustees of the
Trust (the “Board of Trustees”), except for any and all
claims, demands, losses, expenses, and liabilities arising out of
or relating to Fund Services’ refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence
or willful misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of the
Trust, its successors and assigns, notwithstanding the termination
of this Agreement. As used in this paragraph, the term “Fund
Services” shall include Fund Services’ directors,
officers and employees.
Fund
Services shall indemnify and hold the Trust harmless from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable
attorneys' fees) that the Trust may sustain or incur or that may be
asserted against the Trust by any person arising out of any action
taken or omitted to be taken by Fund Services as a result of Fund
Services’ refusal or failure to comply with the terms of this
Agreement, or from its bad faith, negligence, or willful misconduct
in the performance of its duties under this Agreement. This
indemnity shall be a continuing obligation of Fund Services, its
successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Trust”
shall include the Trust’s directors, trustees, officers and
employees.
Neither
party to this Agreement shall be liable to the other party for
consequential, special or punitive damages under any provision of
this Agreement.
In the
event of a mechanical breakdown or failure of communication or
power supplies beyond its control, Fund Services shall take all
reasonable steps to minimize service interruptions for any period
that such interruption continues. Fund Services will make every
reasonable effort to restore any lost or damaged data and correct
any errors resulting from such a breakdown at the expense of Fund
Services. Fund Services agrees that it shall, at all times, have
reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to
inspect Fund Services’ premises and operating capabilities at
any time during regular business hours of Fund Services, upon
reasonable notice to Fund Services. Moreover, Fund Services shall
provide the Trust, at such times as the Trust may reasonably
require, copies of reports rendered by independent accountants on
the internal controls and procedures of Fund Services relating to
the services provided by Fund Services under this
Agreement.
Notwithstanding
the above, Fund Services reserves the right to reprocess and
correct administrative errors at its own expense.
B.
In
order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor
may be asked to indemnify or hold the indemnitee harmless, the
indemnitor shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further
understood that the indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any situation that
presents or appears likely to present the probability of a claim
for indemnification. The indemnitor shall have the option to defend
the indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall
take over complete defense of the claim, and the indemnitee shall
in such situation initiate no further legal or other expenses for
which it shall seek indemnification under this section. The
indemnitee shall in no case confess any claim or make any
compromise in any case in which the indemnitor will be asked to
indemnify the indemnitee except with the indemnitor’s prior
written consent.
C.
The
indemnity and defense provisions set forth in this Section 7 shall
indefinitely survive the termination and/or assignment of this
Agreement.
D.
If
Fund Services is acting in another capacity for the Trust pursuant
to a separate agreement, nothing herein shall be deemed to relieve
Fund Services of any of its obligations in such other
capacity.
The
Trust or its agent shall furnish to Fund Services the data
necessary to perform the services described herein at such times
and in such form as mutually agreed upon.
Fund
Services agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary
information of the Trust, all records and other information
relative to the Trust and prior, present, or potential shareholders
of the Trust (and clients of said shareholders), and not to use
such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except
(i) after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may
not be withheld where Fund Services may be exposed to civil or
criminal contempt proceedings for failure to comply, (ii) when
requested to divulge such information by duly constituted
authorities, or (iii) when so requested by the Trust. Records and
other information which have become known to the public through no
wrongful act of Fund Services or any of its employees, agents or
representatives, and information that was already in the possession
of Fund Services prior to receipt thereof from the Trust or its
agent, shall not be subject to this paragraph.
Further, Fund
Services will adhere to the privacy policies adopted by the Trust
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be
modified from time to time. In this regard, Fund Services shall
have in place and maintain physical, electronic and procedural
safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Trust
and its shareholders.
Fund Services shall keep records relating to the
services to be performed hereunder in the form and manner, and for
such period, as it may deem advisable and is agreeable to the
Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. Fund Services agrees that all such
records prepared or maintained by Fund Services relating to the
services to be performed by Fund Services hereunder are the
property of the Trust and will be preserved, maintained, and made
available in accordance with such applicable sections and rules of
the 1940 Act and will be promptly surrendered to the Trust or its
designee on and in accordance with its request.
The
Trust has and retains primary responsibility for all compliance
matters relating to the Fund, including but not limited to
compliance with the 1940 Act, the Internal Revenue Code of 1986,
the Xxxxxxxx-Xxxxx Act of 2002, the USA Patriot Act of 2001 and the
policies and limitations of the Fund relating to its portfolio
investments as set forth in its Prospectus and statement of
additional information. Fund Services’ services hereunder
shall not relieve the Trust of its responsibilities for assuring
such compliance or the Board of Trustee’s oversight
responsibility with respect thereto.
This
Agreement shall become effective as of the date first written above
and will continue in effect for a period of three (3) years. 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. Subsequent to the end of
the three (3) year period, this Agreement continues until one party
gives 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 Fund Services and the Trust, and authorized
or approved by the Board of Trustees.
In the
absence of any material breach of this Agreement, should the Trust
elect to terminate this Agreement prior to the end of the three (3)
year term, the Trust agrees to pay the following fees:
a.
all monthly fees
through the life of the Agreement, including the repayment of any
negotiated discounts;
b.
all fees associated
with converting services to successor service
provider;
c.
all fees associated
with any record retention and/or tax reporting obligations that may
not be eliminated due to the conversion to a successor service
provider;
d. all
miscellaneous costs associated with a-c above
In the
event that, in connection with the termination of this Agreement, a
successor to any of Fund Services’ duties or responsibilities
hereunder is designated by the Trust by written notice to Fund
Services, Fund Services will promptly, upon such termination and at
the expense of the Trust, transfer to such successor all relevant
books, records, correspondence, and other data established or
maintained by Fund Services under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the
form in which Fund Services has maintained the same, the Trust
shall pay any expenses associated with transferring the data to
such form), and will cooperate in the transfer of such duties and
responsibilities, including provision for assistance from Fund
Services’ personnel in the establishment of books, records,
and other data by such successor. The Fund shall also be
responsible for any fees associated with any record retention
and/or tax reporting obligations that may not be eliminated due to
the conversion to a successor provider. If no such successor is
designated, then such books, records and other data shall be
returned to the Trust.
This
Agreement shall extend to and be binding upon the parties hereto
and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without
the written consent of Fund Services, or by Fund Services without
the written consent of the Trust accompanied by the authorization
or approval of the Board of Trustees.
This
Agreement shall be governed and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of law
principles. To the extent that the applicable laws of the State of
Delaware, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control,
and nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or order of the Securities and Exchange
Commission thereunder.
Nothing
herein contained shall be deemed to authorize or empower either
party to act as agent for the other party to this Agreement, or to
conduct business in the name, or for the account, of the other
party to this Agreement.
Nothing
in this Agreement shall limit or restrict Fund Services from
providing services to other parties that are similar or identical
to some or all of the services provided hereunder.
Any
provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such
case, the parties shall in good faith modify or substitute such
provision consistent with the original intent of the
parties.
Any notice required or permitted to be given by
either party to the other shall be in writing and shall be deemed
to have been given on the date delivered personally or by courier
service, or three days after
sent by registered or certified mail, postage prepaid, return
receipt requested, or on the date sent and confirmed received by
facsimile transmission to the other party’s address set forth
below:
Notice
to Fund Services shall be sent to:
U.S.
Bancorp Fund Services, LLC
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Attn:
President
and
notice to the Trust shall be sent to:
c/o
ProcureAM, LLC
00
Xxxxxxxx Xxxx
Xxxxxxxxx,
XX 00000
Attn:
Phone:
Fax:
This
Agreement may be executed on two or more counterparts, each of
which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same
instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
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U.S. BANCORP FUND SERVICES, LLC
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By:
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/s/
Xxxxxx Xxxx
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxxx
Xxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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President
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Title
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Sr.
VP
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Date:
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11/05/19
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Date:
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11/12/19
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Exhibit A to the Transfer Agent Servicing Agreement
Separate
Series of Procure ETF Trust
I
Name of Series
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LGBTQ
Loyalty 100 Index ETF
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Exhibit B (fees) to Transfer Agent Servicing Agreement
Base Fee for Accounting, Administration, Transfer Agent
Services
The following reflects the greater of the basis point fee or annual
minimum for funds in the Procure ETF Trust I. To illustrate, for 5
Funds USBFS will receive the greater of the Annual Minimum per Fund
in the Trust ($275,000/Year) or the calculated Basis Points on the
total AUM in the Trust. .
Annual
Minimum per Fund
|
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Basis
Points on Trust AUM
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Funds
1-5
|
$55,000
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First
$250m
|
5.0
bps
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Funds
6-10
|
$45,000
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Next
$250m
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4.5
bps
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Funds
11+
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$35,000
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Next
$500m
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4.0
bps
|
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Balance 3.0
bps
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See
APPENDIX A for Services and
Associated Fees in addition to the Base Fee
See
APPENDIX B for OPTIONAL
Supplemental Services and Associated Fees
Note: MLP Funds pricing may vary from the above annual fees and are
TBD per investment strategy
APPENDIX A
Accounting, Administration, Transfer Agent & Account Services
in addition to the Base Fee
Pricing Services
For daily pricing of each securities (estimated 252 pricing days
annually)
■
$0.08
- Domestic Equities, Options, ADRs, Foreign Equities, Futures,
Forwards
■
$0.50
- Domestic Corporates, Convertibles, Governments, Agencies,
Currency Rates, Mortgage Backed
■
$0.80
- CMOs, Municipal Bonds, Money Market Instruments, Foreign
Corporates, Convertibles, Governments, Agencies, Asset Backed, High
Yield
■
$0.90
- Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps,
Total Return Bullet Swaps
■
$1.00
- Bank Loans
■
$1.50
- Swaptions
■
$3.00
- Credit Default Swaps
■
$500
per Month Manual Security Pricing (>25 per day)
NOTE: Prices 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. All schedules
subject to change depending upon the use of unique security type
requiring special pricing or accounting arrangements.
Corporate Action Services
Fee for IDC data used to monitor corporate actions
■
$2.00
per Foreign Equity Security per Month
■
$1.00
per Domestic Equity Security per Month
■
$2.00
per CMOs, Asset Backed, Mortgage Backed Security per
Month
Third Party Administrative Data Charges (descriptive data for
analytics, reporting and compliance)
■
$1
per security per month
Chief Compliance Officer Support Fee
CCO
support annual fee $3,000 per trust per USBFS services selected
(administration, accounting, transfer agent, distributor,
custodian)
Chief Compliance Officer Support Fee includes the following
services:
■
Access
to all USBFS business line materials via the CCO Portal including
business line Critical Procedures, Compliance Controls, Testing of
Controls, Annual USBFS CCO Review, SSAE 16 audits of business
lines
■
Assist
the Fund CCO with quarterly 38a-1 certifications including a review
of any changes to critical policies, procedures and controls and
compliance events as required under Rule 38a-1 of the Investment
Company Act
■
Testing
of procedures and controls across all business lines with access to
business line managers and subject matter experts
■
Quarterly
CCO teleconferences and “Focus Calls” specific to
current topics such as cybersecurity
■
CCO
forums held periodically throughout the year in major
cities
■
Annual
client conference which includes CCO roundtable
discussions
■
SEC
exam support
■
Other
items, including sharing of industry best practices across many
areas
NOTE: the CCO Support team does NOT serve as the Fund
CCO
APPENDIX B
OPTIONAL Supplemental Services for Fund Accounting, Fund
Administration & Portfolio Compliance (provided by USBFS upon
client request)
Add the following for fund administration services and data charges
necessary to compile SEC required “peer reporting”
information.
■
$2,000
per fund per report
Ongoing Annual Legal Administration Services
Add the following for legal administration services in support of
external legal counsel, including annual registration statement
update and drafting of supplements: (Final Fee(s) subject to USBFS
legal team review and approval)
■
$15,000
first fund
■
$5,000
each additional fund up to 5 funds
■
Fees
will be negotiated for fund 6+
Including but not limited to, SWIFT processing, customized
reporting, third-party data provider costs (including GICS, MSCI,
Lipper, etc.), postage, stationary, programming, special reports,
proxies, insurance, XXXXX/XBRL filing, retention of records,
federal and state regulatory filing fees, expenses related to and
including travel to and from Board of Trustee meetings, third party
auditing and legal expenses, wash sales reporting (currently
GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses
(if necessary), and CCO team travel related costs to perform due
diligence reviews at advisor and sub-advisor
facilities.