American National Stock Transfer, LLC New York, NY 10022 April 29, 2015 Board of Trustees of American Real Estate Income Fund New York, NY 10022 Re: Transfer Agency Fee Waiver Letter Agreement To the Board of Trustees of American Real Estate Income Fund,
Exhibit (k)(3)(2)
American National Stock Transfer, LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
April 29, 2015
Board of Trustees of American Real Estate Income Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Transfer Agency Fee Waiver Letter Agreement
To the Board of Trustees of American Real Estate Income Fund,
With reference to the Fund Services Agreement dated February 10, 2014 for the American Real Estate Income Fund (the “Trust”) entered into by and between the Trust and American National Stock Transfer, LLC (the “Transfer Agent”), we hereby notify you as follows:
| 1. | The Transfer Agent agrees to contractually waive and limits its transfer agency fees to the extent necessary to achieve the aggregate transfer agency fees for the Fund as set forth in Appendix A hereto. |
| 2. | We understand and intend that the Trust will rely on this undertaking in overseeing the preparation and filing of the registration statement on Form N-2 for the Trust and any and all amendments to such registration statement with the Securities and Exchange Commission, and for other purposes permitted under Form N-2 and the Investment Company Act of 1940, as amended, and we expressly permit the Trust to do so. |
Sincerely,
AMERICAN NATIONAL STOCK TRANSFER, LLC
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
President
AGREED AND ACCEPTED ON BEHALF OF
AMERICAN REAL ESTATE INCOME FUND
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
President, Treasurer
and Secretary
APPENDIX A
| Fund | Transfer Agency Fees Waived | Fee | Expiration Date of Waiver |
| American Real Estate Income Fund | Base Annual Fee | April 29, 2016 | |
| Base annual fee – open account | $14.00 | ||
| Base annual fee – closed account | $2.00 | ||
| The base annual fee is subject to the following minimum annual fee: | |||
| Minimum base annual fee per Fund share class | $15,000 | ||
| General Activity Charges (as applicable) | |||
| Customer Service Calls | $2.50 per call | ||
| Manual Transactions | $1.00 per transaction | ||
| New Account Opening (manual) | $2.50 per account | ||
| New Account Opening (electronic) | $0.40 per account | ||
| Incoming XXX Transfer from prior custodian | $25.00 per transfer | ||
| XXX Transfer to successor custodian | $25.00 per transfer | ||
| Refund of Excess Contribution | $15.00 per refund | ||
| Distribution to XXX Participant | $15.00 per distribution | ||
| 24 Hour Automated Voice Response (as applicable) | |||
| Initial set-up (one-time) charge | $1,500.00 per fund family | ||
| Monthly charge | $50.00 per fund | ||
| Web Package Fees (as applicable) | |||
| Shareholder Desktop Web Package |
$7,500.00 initial installation charge $2,500.00 annual maintenance (invoiced annually in advance) | ||
| Shareholder Desktop Online New Accounts |
$2,500.00 initial installation charge $2.50 per new account fee | ||
| Fund Data Web Package |
$5,000.00 initial installation charge $1,500.00 annual maintenance (invoiced annually in advance) |
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| Additional Charges (as applicable) | ||||
| Transfer Agency De-Conversion Fee | $10,000.00 record data de-conversion fee upon cancellation or termination of Agreement for any Fund for any other reason than liquidation of Fund | |||
| Rule 22c-2 Compliance Fee | $100.00 monthly administration fee per fund family, plus an additional monthly fee of $25.00 per Fund | |||
| Special Reports/Programming Fees (as applicable) – All special reports, analyses and/or programming requested by the Trust shall be subject to an additional programming charge, agreed upon in advance, based upon the following rates: | ||||
| ANST Senior & MIS Staff | $200.00 per hour | |||
| ANST Junior Staff | $100.00 per hour | |||
| Out-of-Pocket Expenses (as applicable) | ||||
| All out-of-pocket expenses incurred by ANST when performing services, including, but not limited to, the following: | ||||
| Anti-ID Theft Monitoring |
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| Pro rata portion of SSAE 16 review | |||
| Bank Account and other Bank Fees | |||
| Proxy Services | |||
| Customer Identification/AML Program Costs | |||
| Record Storage | |||
| Fund Stationery and Supplies | |||
| Regulatory fees and assessments | |||
| Locating Lost Shareholders/Escheatment Costs | |||
| State and federal filing fees and assessments | |||
| NSCC Charges | |||
| Tax Reporting | |||
| Postage | |||
| Telephone and Toll Free Lines | |||
| Pre and Post Sale Fulfillment | |||
| Travel Requested by the Trust | |||
| Printing Fund Documents |
