EIGHTH AMENDMENT TO THE THE RBB FUND TRUST FUND ACCOUNTING SERVICING AGREEMENT
EIGHTH AMENDMENT TO THE
THE RBB FUND TRUST
FUND ACCOUNTING SERVICING AGREEMENT
THIS AMENDMENT, effective as of the date of the last date in the signature block, to the Fund Accounting Servicing Agreement, dated as of October 22, 2015, as amended (the “Agreement”), is entered into by and between THE RBB FUND TRUST (f/k/a PENN Capital Funds 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”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to update the Trust’s name to The RBB Fund Trust; and
WHEREAS, the Trust has issued shares of beneficial interest of its series that are open end mutual funds (each, a “Mutual Fund Series”) and exchange-traded funds (each, an “ETF Series”); and
WHEREAS, the parties desire to update the list of funds on Exhibit A to the Agreement; and
WHEREAS, the parties desire to amend the Agreement to update the fee schedule so that the Custodian will be compensated in accordance with the fee schedule set forth on Exhibit B-1 for Mutual Fund Series and Exhibit B-2 for ETF Series; and
WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
| 1. | Exhibit A is hereby superseded and replaced with Exhibit A attached hereto. |
| 2. | Exhibit B is hereby superseded and replaced with Exhibit B-1 for Mutual Fund Series and Exhibit B-2 for ETF Series attached hereto. |
| 3. | Except to the extent amended hereby, the Agreement shall remain in full force and effect. |
SIGANTURES ON NEXT PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the last date on the signature block.
| THE RBB FUND TRUST | U.S. BANCORP FUND SERVICES, LLC | ||||
| By: | /s/ Xxxxx X. Xxxx | By: | /s/ Xxxxx Xxxxxx | ||
| Name: | Xxxxx X. Xxxx | Name: | Xxxxx Xxxxxx | ||
| Title: | CFO, COO & Secretary | Title: | Senior Vice President | ||
| Date: | 12/6/2022 | Date: | 12/7/2022 | ||
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EXHIBIT A to the Fund Accounting Servicing Agreement
Separate Series of The RBB Fund Trust
Name of Series
Penn Capital Floating Rate Income Fund
Penn Capital Mid Cap Core Fund
Penn Capital Opportunistic High Income Fund
Penn Capital Short Duration High Income Fund
Penn Capital Special Situations Small Cap Equity Fund
Element EV & Solar Battery Materials (Lithium, Nickel, Copper, Cobalt) Futures ETF
P/E Global Enhanced International Fund
Evermore Global Value Fund
Torray Fund
Exhibit B-1 to the Fund Accounting Servicing Agreement
FUND ACCOUNTING, FUND ADMINISTRATION & PORTFOLIO COMPLIANCE AND CCO SUPPORT SERVICES FEE SCHEDULE AT July 2022
Annual Fee Based Upon Average Net Assets Per Fund*
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Minimum annual fee: $[ ] year
Services Included in Annual Fee Per Fund
| • | Daily Performance Reporting - Daily pre- and post-tax fund and/or sub-advisor performance reporting. |
| • | Advisor Information Source - On-line access to portfolio management and compliance information. |
| • | Fund Services Legal Administration (e.g., registration statement update) |
| • | Section 15(c) reporting |
| • | Electronic Board book portal (BookMark) |
FUND ACCOUNTING ADDITIONAL SERVICES FEE SCHEDULE
Data Services
Pricing Services
| § | $[ ] – Domestic Equities, Options, ADRs, Foreign Equities, , |
| § | $[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed, |
| § | $[ ] – CMOs, Municipal Bonds, 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 |
| § | $[ ] – Credit Default Swaps |
| § | $[ ] per Month Manual Security Pricing (>[ ] per day) |
Fair Value Services (Charged at the Complex Level)
| § | $[ ] per security on the First [ ] Securities |
| § | $[ ] per security on the Balance of Securities |
NOTE: Prices above are based on using U.S. Bank 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 |
Factor Services (security paydown factor data)
| § | $[ ] 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 |
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.
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Additional Services
Additional services not included above shall be mutually agreed upon at the time of the service being added. 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).
Fees are calculated pro rata and billed monthly
Exhibit B-2 to the
Fund Accounting Servicing Agreement
Fee Schedule for each ETF Series
Base Fee for Accounting, Administration and Transfer Agent Services
The following reflects the greater of the basis point fee or annual minimum for series of the Fund Complex
| Annual Minimum per Fund | Basis Points on Company AUM |
| Waived | [ ] basis points on the first $[ ] |
| [ ] basis points on the next $[ ] | |
| [ ] basis points on the next $[ ] | |
| [ ] basis points on the balance |
Accounting, Administration, Transfer Agent Services in addition to the Base Fee Pricing Services
For daily pricing of each securities (estimated [ ] pricing days annually)
| ■ | $[ ] - 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 |
| ■ | $[ ] - Credit Default Swaps |
| ■ | $[ ] per Month Manual Security Pricing (>[ ] per day) |
Fair Value Services (Charged at the Complex Level
| • | $[ ] per security on the First [ ] Securities |
| ■ | $[ ] per security on the Balance of Securities |
NOTE: Prices are based on using U.S. Bank 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
| ■ | $[ ] per Foreign Equity Security per Month |
| ■ | $[ ] per Domestic Equity Security per Month |
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Factor Services (security paydown factor data)
| ■ | $[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month |
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
| ■ | $[ ] per security per month for fund administrative |
Miscellaneous Expenses
| · | All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Portfolio Composition File (PCF) management services, 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 Director meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs. |
| · | Additional services not included above shall be mutually agreed upon at the time of the service being added. 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). |
Fees are calculated pro rata and billed monthly
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