SECOND AMENDMENT TO THE AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
SECOND AMENDMENT TO THE
AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
THIS SECOND AMENDMENT, to the Amended and Restated Fund Administration Servicing Agreement (this “Amendment”), dated November 1, 2019, is made and entered into by and between XXXXX ADVISORY FUNDS, a Massachusetts business 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”).
WHEREAS, the Trust and Fund Services are parties to that certain Amended and Restated Fund Administration Servicing Agreement, dated May 2, 2018, as amended (the “Agreement”).
WHEREAS, the parties desire to amend the funds list of the Agreement to add the Xxxxx Advisory Tax-Exempt Sustainable Bond Fund; and
WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by all parties.
NOW, THEREFORE, the parties agree as follows:
First Amended Exhibit A, the funds list, is hereby superseded and replaced in its entirety with Second Amended Exhibit A attached hereto.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 day and year first written above.
| XXXXX ADVISORY FUNDS | U.S. BANCORP FUND SERVICES, LLC | |||||||||||||
By:/s/ Xxxx Xxxx | By:/s/ Xxxxx X. Xxxxxxxxx | |||||||||||||
| Name: Xxxx Xxxx | Name: Xxxxx X. Xxxxxxxxx | |||||||||||||
| Title: President | Title: Sr VP 11/7/19 | |||||||||||||
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Second Exhibit A to the
Separate Series of Xxxxx Advisory Funds
Xxxxx Advisory Flexible Equity Fund
Xxxxx Advisory Growth Equity Fund
Xxxxx Advisory Intermediate Income Fund
Xxxxx Advisory Maryland Bond Fund
Xxxxx Advisory Small-Cap Fundamental Value Fund
Xxxxx Advisory Small-Cap Growth Fund
Xxxxx Advisory Equity Income Fund
Xxxxx Advisory Tax-Exempt Bond Fund
Xxxxx Advisory Sustainable Growth Fund
Xxxxx Advisory Emerging Markets Select Fund
Xxxxx Advisory Mortgage Securities Fund
Xxxxx Advisory - WMC Strategic European Equity Fund
Xxxxx Advisory Total Return Fund
Xxxxx Advisory Strategic Bond Fund
Xxxxx Advisory Global Leaders Fund
Xxxxx Advisory Sustainable Bond Fund
Xxxxx Advisory Mid-Cap Growth Fund
Xxxxx Advisory - Xxxxxx Xxxxxxx Large-Cap Value Fund
Xxxxx Advisory Tax-Exempt Sustainable Bond Fund
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Second Amended Exhibit C to the
Fund Administration Servicing Agreement - Fee Schedule at November 1, 2019
Fees on Complex Assets, includes PFO, Secretary Responsibilitiesi
Fund Administration, Fund Accounting, Transfer Agent Services
Annual Fees for the Xxxxx Advisory Funds Complex
7.5 basis points on the first $750 million in assets
5.5 basis points on the next $750 million in assets
4.5 basis points on the next $2 billion
2.5 basis points on the next $3 billion
2.0 basis points on the next $3.5 billion
1.5 basis points on the next $5 billion
1.25 basis points on all assets over $15 billion
Subject to annual minimums of $110,000 (add $30,000 for additional sub-advisors beyond the first advisor or sub-advisor) per fund for all funds with 3 share classes and $90,000 (add $30,000 for additional sub-advisors beyond the first advisor or sub-advisor) per fund for all funds with less than 3 share classes. Add $30,000 for additional classes after 3 classes and Controlled Foreign Corporation (CFC). The total minimum fee amount is applied in aggregate to the entire fund complex.
Chief Compliance Officer Support Fee (Fund Complex)
$2500/year Transfer Agent
$2500/year Fund Accounting
$2500/year Fund Administration
Fund Administration
Services Included in Annual Fee per Fund
•Advisor Information Source – On-line access to portfolio management and compliance information.
•Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
•Annual Legal Update
•See Agreement for more details
•Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end, Prepare tax footnotes in conjunction with fiscal year-end audit. Prepare Form
1120- RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC
Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain
Dividend Estimates (Limited to two)
Services Not Included in Annual Fee per Fund
SEC Modernization Requirements
•Preparation, review, and filing of Form N-PORT - $12,000 per year, per Fund (charge $1,000/month/Fund)
•Preparation, review, and filing of Form N-CEN - $250 per year, per Fund
Optional Tax Services
•Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) - $5,000 per year
•Additional Capital Gain Dividend Estimates – (First two included in core services)-$1,000 per additional estimate
•State Tax Returns – (First two included in core services) - $1,500 per additional return
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Third Party Administrative Data Charges (descriptive data for each security)
•$1 per security per month for fund administrative data
Tax Free Transfer In-Kind Cost Basis Tracking - $5,000 per sub-account per year
Additional Legal Administration Services
•Subsequent new fund launch – $8500 per project
•Subsequent new share class launch – $4500 per project
•Multi-managed funds – as negotiated based upon specific requirements
•Proxy – as negotiated based upon specific requirements
Daily Compliance Services
•Base fee – $20,000 per fund per year
•Setup – $2,500 per fund group
Section 18 Compliance Testing
•$1,500 set up fee per fund complex
•$500 per fund per month
Section 15(c) Reporting
$1,000 per fund per standard reporting package*
Additional 15c reporting is subject to additional charges
*Standard reporting packages for annual 15(c) meeting
- Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
- Performance reporting package: Peer Comparison Report
Standard data source – Morningstar; additional charges will apply for other data services
Equity & Fixed Income Attribution Reporting
•Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
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 per Trust
•0 - 10 users - $4,800
•10 - 20 users - $6,000
•20 - 30 users - $7,000
•30 - 40 users - $8,000
UK Reporting
•Funds that distribute income monthly: $2,500/year*
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•Funds that distribute income quarterly: $2,000/year*
•Funds that distribute income annually/don’t distribute income: $1,000/year*
*Each Fund that holds other mutual funds during the year will be charged an additional $100 per mutual fund held during the year (excludes money market holdings).
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Miscellaneous Expenses
All other miscellaneous fees and expenses, Including but not limited to the following, will be separately billed as incurred: postage, stationery, programming, special reports, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), proxies, insurance, XXXXX/XBRL filing, record retention, federal and state regulatory filing fees, expenses related to and including travel to and from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing charges, PFIC monitoring and conversion expenses (if necessary), provided that USBFS shall inform the Trust as far in advance as reasonably practicable regarding any actual or proposed material changes to such fees and expenses.
Additional Services
Additional services not included above shall be mutually agreed upon and documented on the Additional Services fee schedule: USBFS legal administration (e.g. subsequent new fund launch), daily performance reporting, daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), Master/Feeder Structures 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), provided that USBFS shall inform the Trust as far in advance as reasonably practicable regarding any such planned or actual additional fees.
i This Exhibit C includes is a combined fee schedule that will cover all services provided by Fund Services to the Trust pursuant to the Fund Administration Agreement, the Fund Accounting Agreement, and the TA Agreement. In addition, Exhibit B includes additional Fund Accounting services, which will only be billed if the services are provided by USBFS to the Trust (or one or more Funds). For the avoidance of doubt, where services and fees appear in more than one agreement, they are reproduced only for convenience and will only be charged once to the extent the Funds utilize the associated services. For example, the Fund Administration, Fund Accounting, Transfer Agent Services fee schedule covers all three services, and the associated fees will be paid only once across the entire Fund complex, not three times
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