AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
AMENDMENT TO
AMENDED AND RESTATED GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
This AMENDMENT, is made and effective as of April 1, 2017 (the “Amendment”), to the AMENDED AND RESTATED GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT, dated September 1, 2010 (the “Agreement”), as amended or supplemented from time to time, by JPMORGAN TRUST I, which is acting on behalf of each of the SmartRetirement Funds listed on Schedule A attached to the Agreement (each, a “Customer” or a “Fund”) with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000; JPMORGAN INVESTMENT MANAGEMENT, INC. with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 and JPMORGAN CHASE BANK, N.A. (the “Bank”) with a place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000.
WHEREAS, JPMorgan Investment Management, Inc. (“JPMIM”) has become the successor in interest of JPMorgan Funds Management, Inc. with respect to this Agreement; and the parties wish to update the Agreement as such; and
WHEREAS, the parties hereto wish to amend the Agreement, to reflect the replacement of the Agreement’s current Schedule E with this new schedule.
NOW THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:
1. Amendment. Schedules E of the Agreement is hereby deleted in its entirety and replaced by Schedule E attached to this Amendment.
2. Integration/Effect of Amendment. This Amendment and any instruments and agreements delivered pursuant hereto constitute the entire agreement of the parties with respect to the subject matter hereof and thereof, and supersede all prior oral and written communications with respect to the subject matter hereof and thereof. Except as expressly provided herein, no other changes or modifications to the Agreement are intended or implied, and in all other respects the Agreement is hereby specifically ratified, restated and reaffirmed by all parties hereto. To the extent that any provision of the Agreement is inconsistent with the provisions of this Amendment, the provisions of this Amendment shall control.
3. Counterparts. This Amendment may be executed in any number of counterparts and any such counterpart shall be deemed an original, but all such counterparts shall constitute one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date set forth above.
| JPMORGAN TRUST I
|
|
By: Name: Xxxxx Xxxxxxxx Title: President |
| JPMORGAN INVESTMENT MANAGEMENT, INC.
By: Name: Xxxxx Xxxxxxxx Title: Managing Director
JPMORGAN CHASE BANK, N.A.
By: Name: Xxxx X. Xxxxx Title: Managing Director |
Amended Schedule E to Global Custody and Fund Accounting Amendment
Fee Schedule
Custody
*All Fees in: US Dollars
Safekeeping, Administration and Transaction Charges
Safekeeping and administration charges are applied to the market value of assets held at the end of the billing period. Transaction charges are applied to all securities transactions (including receives/delivers versus payment and free receives/delivers), effected during the billing period. Transaction prices below presume that the Bank receives valid instructions in an electronic format that enables straight-through processing (STP), when applicable; trade instructions that require manual input or repair will incur a surcharge as described below.
| Country of Settlement |
Safekeeping & Administration Basis Point Fee |
Transactions (Buys/Sells, Receive/Deliver Free) Fee per STP Transaction |
||||||
| Argentina |
15.00 | 40.00 | ||||||
| Australia |
1.75 | 25.00 | ||||||
| Austria |
1.50 | 20.00 | ||||||
| Bahrain |
30.00 | 80.00 | ||||||
| Bangladesh |
30.00 | 80.00 | ||||||
| Belgium |
1.50 | 20.00 | ||||||
| Bermuda |
15.00 | 45.00 | ||||||
| Botswana |
30.00 | 80.00 | ||||||
| Brazil |
9.00 | 40.00 | ||||||
| Bulgaria |
30.00 | 75.00 | ||||||
| Canada |
1.75 | 15.00 | ||||||
| Chile |
16.00 | 45.00 | ||||||
| China |
16.00 | 45.00 | ||||||
| Colombia |
30.00 | 65.00 | ||||||
| Croatia |
20.00 | 45.00 | ||||||
| Cyprus |
20.00 | 75.00 | ||||||
| Czech Republic |
17.00 | 45.00 | ||||||
| Denmark |
1.50 | 25.00 | ||||||
| Egypt |
15.00 | 45.00 | ||||||
| Estonia |
25.00 | 65.00 | ||||||
| Euro CDs |
0.15 | 15.00 | ||||||
| Euroclear |
0.85 | 8.00 | ||||||
| Finland |
1.50 | 25.00 | ||||||
| France |
1.00 | 20.00 | ||||||
| Germany |
1.00 | 20.00 | ||||||
| Ghana |
25.00 | 80.00 | ||||||
| Country of Settlement |
Safekeeping & Administration Basis Point Fee |
Transactions (Buys/Sells, Receive/Deliver Free) Fee per STP Transaction |
||||||
| Greece |
5.00 | 35.00 | ||||||
| Hong Kong |
2.00 | 35.00 | ||||||
| Hungary |
16.00 | 45.00 | ||||||
| Iceland |
20.00 | 60.00 | ||||||
| India |
12.00 | 45.00 | ||||||
| Indonesia |
10.00 | 45.00 | ||||||
| Ireland |
1.50 | 25.00 | ||||||
| Israel |
16.00 | 45.00 | ||||||
| Italy |
1.50 | 25.00 | ||||||
| Ivory Coast |
30.00 | 80.00 | ||||||
| Japan |
1.25 | 8.00 | ||||||
| Jordan |
30.00 | 80.00 | ||||||
| Kazakhstan |
30.00 | 80.00 | ||||||
| Kenya |
30.00 | 80.00 | ||||||
| Korea (South) |
6.50 | 30.00 | ||||||
| Kuwait |
35.00 | 80.00 | ||||||
| Latvia |
20.00 | 65.00 | ||||||
| Lebanon |
30.00 | 80.00 | ||||||
| Lithuania |
25.00 | 65.00 | ||||||
| Luxembourg |
3.00 | 25.00 | ||||||
| Malaysia |
5.00 | 40.00 | ||||||
| Malta |
25.00 | 65.00 | ||||||
| Mauritius |
30.00 | 80.00 | ||||||
| Mexico |
5.00 | 35.00 | ||||||
| Morocco |
30.00 | 75.00 | ||||||
| Namibia |
30.00 | 80.00 | ||||||
| Netherlands |
1.50 | 25.00 | ||||||
| New Zealand |
1.50 | 25.00 | ||||||
| Nigeria |
30.00 | 55.00 | ||||||
| Norway |
1.50 | 20.00 | ||||||
| Oman |
30.00 | 80.00 | ||||||
| Pakistan |
30.00 | 75.00 | ||||||
| Peru |
25.00 | 60.00 | ||||||
| Philippines |
7.00 | 45.00 | ||||||
| Poland |
16.00 | 55.00 | ||||||
| Portugal |
3.00 | 30.00 | ||||||
| Qatar |
35.00 | 80.00 | ||||||
| Romania |
30.00 | 75.00 | ||||||
| Russia |
15.00 | 45.00 | ||||||
| Singapore |
4.00 | 40.00 | ||||||
| Country of Settlement |
Safekeeping & Administration Basis Point Fee |
Transactions (Buys/Sells, Receive/Deliver Free) Fee per STP Transaction |
||||||
| Xxxxxx Xxxxxxxx |
00.00 | 00.00 | ||||||
| Xxxxxxxx |
25.00 | 50.00 | ||||||
| South Africa |
4.00 | 35.00 | ||||||
| Spain |
1.50 | 25.00 | ||||||
| Sri Lanka |
20.00 | 65.00 | ||||||
| Sweden |
1.50 | 25.00 | ||||||
| Switzerland |
1.50 | 25.00 | ||||||
| Taiwan |
9.00 | 45.00 | ||||||
| Thailand |
9.00 | 35.00 | ||||||
| Tunisia |
35.00 | 65.00 | ||||||
| Turkey |
9.00 | 50.00 | ||||||
| Ukraine |
30.00 | 80.00 | ||||||
| United Arab Emirates |
30.00 | 80.00 | ||||||
| United Kingdom |
0.15 | 8.00 | ||||||
| United States |
0.06 | 2.50 | ||||||
| Uruguay |
30.00 | 65.00 | ||||||
| Venezuela |
25.00 | 75.00 | ||||||
| Vietnam |
25.00 | 65.00 | ||||||
| Zambia |
30.00 | 80.00 | ||||||
| Zimbabwe |
30.00 | 80.00 | ||||||
| U.S. Transaction Fees |
Fee per Transaction | |||
| Transactions - DTC |
2.50 | |||
| Transactions - Fed Book Entry |
2.50 | |||
| Transactions - Physical/Private Placement |
20.00 | |||
| Pledge - DTC |
2.50 | |||
| Pledge - Fed Book Entry |
2.50 | |||
| Futures/Options |
3.00 | |||
| U.S. Asset Servicing Transaction Fees |
Fee per Transaction | |||
| Paydowns - Book Entry |
5.00 | |||
| Paydowns - Physical/Private Placement |
5.00 | |||
| Other Transaction or Flat Fees |
Fee per Transaction | |||
| Checks |
7.00 | |||
| Wires-Incoming |
0.00 | |||
| Wires-Outgoing |
3.50 | |||
| Continuous Linked Settlement Transactions (per leg) |
3.50 | |||
| Interaccount Transfer - Securities (per side) |
2.50 | |||
| Interaccount Transfer - Cash (per side) |
3.50 | |||
| Memo Posting * |
5.00 | |||
| Other Transaction or Flat Fees |
Fee per Transaction | |||
| Cancelled Trade (in addition to transaction charge) |
At Market Rate | |||
| Amendments (in addition to transaction charge) |
At Market Rate | |||
| Manual Instruction Surcharge (in addition to transaction charge) ** |
20.00 | |||
| Electronic Non-STP Surcharge (in addition to transaction |
0.00 | |||
| Manual Corporate Action Instruction |
20.00 | |||
| * | Memos: This fee is generated when assets that are not custodied or controlled by the Bank are posted to a Fund’s custody account. The fee includes memos that are posted for repo transactions. Other examples may include non-securitized assets that are requested by a Fund to be posted as an asset to the custody record, such as fund of fund positions, derivatives, bank loans or time deposits. |
| ** | Manual Instruction Surcharge: This fee will be generated in addition to standard transaction charges for all faxed instructions sent to the Bank. |
| *** | Electronic Non-STP Surcharge: This fee will be generated in addition to standard transaction charges for all instructions sent to the Bank that failed STP due to Customer’s instruction error. |
| Overdraft Fees*, **, ***, **** |
Overdraft Rate | |||
| U.S. Dollar (New York Branch) |
Federal Funds Effective + 1.50% | |||
| U.S. Dollar (London Branch) |
U.S. Overnight Libor + 1.50% | |||
| AUD, CAD, EUR, GBP, HKD, NZD and JPY |
Overnight Benchmark Rate + 1.50% | |||
| All Other Currencies |
JPMorgan Institutional Rate (JPMIR) | |||
| * | Overdraft fees will be directly debited from the Fund’s custody account unless alternative arrangements have been made. |
| ** | Overdraft rates may be changed upon thirty calendar days’ notice. |
| *** | Overnight Benchmark Rate is overnight rate that is a) publically available b) published on each business day and c) is generally accepted in the industry to be the overnight borrowing rate among financial institutions for such currency. To the extent the Overnight Benchmark is negative (e.g. Euro), the Overdraft rate is calculated assuming the Overnight Benchmark rate is zero. |
| **** | JPMorgan Institutional Rate is a managed rate set by JPMorgan. Rates by currency can be provided on request. |
Proxy Voting Services
| Proxy Voting Fees |
Fee per Transaction | |||
| Tier A Markets (see list below) |
15.00 | |||
| Tier B Markets (see list below) |
35.00 | |||
| Tier C Markets (see list below) |
60.00 | |||
| Proxy Voting Market Tiers | ||||
| Tier A Markets | ||||
| Australia |
Jamaica |
South Africa | ||
| Bahrain |
Japan |
South Korea | ||
| Bangladesh |
Xxxxxx |
Xxxxx | ||
| Xxxxxxx |
Xxxxx |
Xxx Xxxxx | ||
| Xxxxxxxx |
Xxxxxxxx |
Taiwan | ||
| Proxy Voting Market Tiers | ||||
| Tier A Markets | ||||
| Canada |
Malta |
Thailand | ||
| Chile |
Mauritius |
Tunisia | ||
| China |
Mexico |
UAE - DFM | ||
| Colombia |
New Zealand |
UAE - ADX | ||
| Estonia |
Xxxx |
Xxxxxxx | ||
| Xxxxx |
Xxx Xxxxxxx |
Xxxxxx Xxxxxxx | ||
| Xxxx Xxxx |
Xxxxxxxx |
United States* | ||
| India |
Philippines |
Venezuela | ||
| Indonesia |
Russia |
Vietnam | ||
| Ireland |
Singapore |
|||
| Israel |
Slovak Republic |
|||
| * | No charge if the Fund’s adviser or sub-adviser instructs ADP directly |
| Proxy Voting Market Tiers | ||||
| Tier B Markets | Tier C Markets | |||
| Austria |
Argentina |
Turkey | ||
| Belgium |
Brazil |
|||
| Clearstream |
Bulgaria |
All Other | ||
| Croatia |
Cyprus |
|||
| Czech Republic |
Denmark |
|||
| Euroclear |
Egypt |
|||
| France |
Finland |
|||
| Germany |
Iceland |
|||
| Greece |
Latvia |
|||
| Hungary |
Norway |
|||
| Italy |
Peru |
|||
| Lebanon |
Poland |
|||
| Netherlands |
Romania |
|||
| Portugal |
Slovenia |
|||
| Saudi Arabia |
Sweden |
|||
| Serbia |
Switzerland |
|||
Class Action Filing Service (Note: Optional Service - Separate agreement is required for the implementation of the service)
| Other Transaction Fees |
Fee per Transaction | |
| Class Actions (per filing per account) |
Negotiated Separately |
J.P, Xxxxxx offers a separate value adding service for filing on settled class actions. This service covers settled class actions in United States, Canada and Netherlands. A settled class action is defined as a class action settlement that has been settled and approved by the court or regulator where a participant does not have to ‘opt-in’ prior to the law suit reaching settlement.
Fund Accounting
Non-Complex Assets Funds*
| Asset Tier |
Annual Fee (in bps) | |||
| Up to 75,000,000,000 |
0.25 | |||
| 75,000,000,001 –100,000,000,000 |
0.20 | |||
| Above 100,000,000,000 |
0.15 | |||
Complex Assets Funds*
| Asset Tier |
Annual Fee (in bps) | |||
| Up to 75,000,000,000 |
0.425 | |||
| 75,000,000,001 –100,000,000,000 |
0.40 | |||
| Above 100,000,000,000 |
0.35 | |||
| Minimum Fee** |
Annual Fee | |||||
| Non-Complex Assets Funds |
20,000.00 | Per Fund | ||||
| Complex Assets Funds |
20,000.00 | Per Fund | ||||
| Flat Fee |
Annual Fee | |||
| Fund of Funds*** |
17,500.00 | Per Fund | ||
| Fund Mergers |
Included in Asset Tier fee | |||
| Additional Fees Additional Share Classes |
Annual Fee | |||||
| First 5 Share Class |
Included | Per Class | ||||
| Additional Share Classes |
2,000.00 | Per Class | ||||
| Exchange Traded Derivative (ETD) Servicing Fee |
Included in Asset Tier fee | |||||
| Bank Loan Transaction Fee |
Included in Asset Tier fee | |||||
| Bank Loan Servicing Fee |
Included in Asset Tier fee | |||||
| * | Complex Assets Funds are funds whose strategy ‘routinely’ employs one or more of the following instruments types: Bank Loans, Exchange Traded Derivatives or CFD/Portfolio Swaps. The parties will periodically (and not less than annually) review the classification of Non-Complex Funds and Complex Funds. |
| ** | Fund minimums will apply only for Funds that have commenced operations. Startup funds will be charged at a rate of 50% of the greater of the Asset Tier or Fund Minimum fee for a period of 6 months after commencement of operations. Liquidating funds (e.g. funds where daily NAV is not calculated and which remain open pending receipt of outstanding reclaims) will be charged at the rate of 50% of the Fund Minimum fee until accounts are instructed by JPMAM to be closed.) |
| *** | This flat fee applies to Fund of Funds investing exclusively in other X.X. Xxxxxx Funds. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in non-JPMAM funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply. |
Short Extension Portfolio Services
| Service |
Description |
Annual Fee unless otherwise stated | ||
| CFD & Portfolio Swap Accounting (CFD or similar) |
Independent record keeping of swap components:
• Transactions, income, corporate actions and financing
1. Capture of settlement activity and realization of cash within the Fund segregated between capital and income
2. Valuation of underlying CFD or Exchange Traded positions
3. Reconciliation of swap to counterparty |
Included in Asset Tier fee |
Out-of-pocket and Pass Through Expenses
Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:
| • | Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include: |
| • | Account opening fees in the local market(s) |
| • | Local administrator, legal counsel and tax consultant fees as required |
| • | Local crossing, transaction, registration and/or depository fees |
| • | Transportation costs for shipment of physical securities and/or script |
| • | Translation services, travel and accommodation expenses, legal fee and personal attendance expenses, as required |
| • | Information, Pricing Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, Reuters, Bloomberg, etc). Archive charges to include storage, transportation, and recalls of archive boxes. |
| • | Printing/Copying. These charges include expenses associated with printing copying and fax support. |
| * | Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations. |
Third Party Derivatives Processing
| Service |
Description |
Fee | ||||||||
| Trade Capture |
Transaction (STP) Set up fee - per trade |
5.00 | ||||||||
| Amendment (STP) fees - per trade |
5.00 | |||||||||
| Transaction (Non- STP) Set up fee - per trade |
75.00 | |||||||||
| Amendment (Non-STP) fees - per trade |
75.00 | |||||||||
| Derivatives Processing |
Lifecycle Management |
1.00 per contract per day | ||||||||
| Counterparty Reconciliations |
||||||||||
| Broker Fee Collection |
||||||||||
| Independent Valuations |
Vendor Valuation Fee by instrument complexity* |
|
Primary (per day) |
|
|
Secondary (per day) |
| |||
| Vanilla | 2.00 | 1.00 | ||||||||
| Moderate | 3.50 | 2.00 | ||||||||
| Complex | 7.00 | 5.25 | ||||||||
| * | Complexity is determined based on vendor classification and is subject to change. Complexity by instrument type can be provided to Customer upon request. Fee is inclusive of vendor (e.g. Markit, Pricing Direct) fee. |
Terms and Conditions
Bank’s fees shall remain in place until December 1, 2019 unless otherwise mutually agreed between the parties.
Bank reserves the right to renegotiate its fee schedule at any time, should the Customer’s actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. The fee schedule may also be amended by mutual agreement of the parties if the Customer’s service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Related to Fund Accounting services, bond broker quotes are currently included in the overall Fund Accounting fees. Should there be a significant increase in the use of bond broker quotes, Bank and the Customer agree to revisit this arrangement.
Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at Bank’s standard price(s), unless an alternative pricing arrangement is agreed upon in advance by the Customer and Bank.
Fees for services not listed on this fee schedule will be provided upon request. Services and activities beyond those performed by X.X. Xxxxxx in the normal course of business will be charged on a quantum meruit basis.
Bank requires invoices to be paid in U.S. Dollars, unless Bank and the Customer have agreed upon alternative payment arrangements in advance of remittance.
Bank will present invoices monthly in arrears, with payment expected via appropriate billing arrangement, unless an alternative billing arrangement is negotiated between the Customer and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.
Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Customer or a portfolio manager or other party(ies) selected by the Customer to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).
Where minimum fees are specified for one or more service categories, if during any billing period total fee(s) for in-scope services in a category are less than the prorated minimum fee for the category, the prorated minimum fee will apply.
Transaction charges, if applicable, are applied to all securities transactions (including receives/delivers vs. payment and free, securities loans, repurchase agreements, redemptions and corporate actions) effected during the billing period. It is assumed that a Customer and its investment adviser will instruct the Bank of trades and other account activity in a mutually agreed electronic format that enables straight-through processing (STP), using the Bank’s proprietary systems, SWIFT messages, direct electronic transmissions or other means deemed acceptable by the Bank. Transaction instructions that require manual input will incur a surcharge.
The fees listed herein are not inclusive of registration fees, stamp duties, taxes, governmental charges, or out-of-pocket expenses, travel expenses and usual disbursements together with VAT, if applicable or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents, and X.X. Xxxxxx may recover such applicable out-of-pocket and/or pass-through expenses incurred in the course of delivering contracted services for the Customer by direct debit from the relevant accounts and/or presenting an invoice each billing period.
Any customized technology projects required to meet the Customer specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and Bank.
The Customer agrees that the descriptions of services in this Fee Schedule and in any other communication between X.X. Xxxxxx and the Customer are for information purposes only and shall not be legally binding, and the Customer acknowledges that X.X. Xxxxxx shall only have the obligation to perform the services described in the relevant services agreement in accordance with the terms thereof.
Capitalized terms not defined herein shall have the meanings assigned to them in relevant services agreement.
To help in the fight against the funding of terrorism and money laundering activities X.X. Xxxxxx is required along with all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When the Customer opens an account, X.X. Xxxxxx will ask for information that will allow X.X. Xxxxxx to identify the Customer.
The signature below indicates that the undersigned, as a duly authorized representative of the Customer, have reviewed and accept this Fee Schedule, which will, subject to the terms herein, take effect upon the start of provision of the services described herein by X.X. Xxxxxx for the Customer. This Fee Schedule will be attached as a schedule to, and will be incorporated into, the Agreements in effect between the Customer and X.X. Xxxxxx during the term of this Fee Schedule.
The terms and conditions contained herein are proprietary to the Customer and X.X. Xxxxxx, and shall not be disclosed to third parties.
