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 December 1, 2013 (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 each trust listed on Schedule A thereto, severally and for each of its 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; and JPMORGAN CHASE BANK, N.A. (the “Bank”) with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. For other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Customers and the Bank hereby agree as follows:
1. Amendment. Schedules E and F of the Agreement are each hereby deleted in its entirety and replaced by Schedules E and F 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.
| Each Trust listed on Schedule A to the Agreement | ||
| By: |
/s/ Xxxxxx X. Xxxxx | |
| Name: |
Xxxxxx X Xxxxx | |
| Title: |
President | |
| JPMORGAN CHASE BANK, N.A. | ||
| By: |
/s/ Xxx Xxxxxxxxx | |
| Name: |
Xxx Xxxxxxxxx | |
| Title: |
Executive Manager | |
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SCHEDULE E
Money Market Services
The information in this Schedule E covering the following services for the Money Market Funds listed below:
| • | Hourly Amortized Cost Net Asset Value Calculations. The Bank will produce hourly NAVs that are indicative of whether the Fund will maintain an NAV of a dollar per share. These NAV calculations will include any capital stock and/or portfolio trades entered into the fund accounting system, either electronically or manually, prior to the next calculated hourly NAV. The Bank will escalate any NAV difference against the tolerance threshold to the Funds’ administrator based on agreed upon tolerance limits. Any NAVs that break the tolerance threshold will be fully investigated and resolved. The hourly NAVs will only be distributed to the Funds’ Treasury Team. |
| • | Daily Net Asset Value Calculations. Calculate a daily market value NAV, or “shadow NAV”, using market vendor pricing. The NAV calculations will be validated against agreed upon tolerance thresholds and will be posted on the X.X. Xxxxxx Funds’ website daily. |
Funds covered by these services:
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan California Municipal Money Market Fund
JPMorgan Federal Money Market Fund
JPMorgan New York Municipal Money Market Fund
JPMorgan Prime Money Market Fund
JPMorgan Tax Free Money Market Fund
JPMorgan Current Yield Money Market Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan Michigan Municipal Money Market Fund
JPMorgan Municipal Money Market Fund
JPMorgan Ohio Municipal Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
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Amended Schedule F to Global Custody and Fund Accounting Amendment
Amended Fee Schedule
Effective December 1, 2013
Custody
| *All Fees in: U.S. Dollar |
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 | Transactions (Buys/Sells, Receive/Deliver Free) |
||||||
| Basis Point Fee | 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 | ||||||
| Greece |
5.00 | 35.00 | ||||||
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| Country of Settlement |
Safekeeping & Administration | Transactions (Buys/Sells, Receive/Deliver Free) |
||||||
| Basis Point Fee | Fee per STP Transaction | |||||||
| 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 |
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 | 45.00 | ||||||
| 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 | ||||||
| Slovak Republic |
20.00 | 50.00 | ||||||
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| Country of Settlement |
Safekeeping & Administration | Transactions (Buys/Sells, Receive/Deliver Free) |
||||||
| Basis Point Fee | Fee per STP Transaction | |||||||
| Slovenia |
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 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 | |||
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| Other Transaction 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 charge) *** |
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. |
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 | ||
| 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 |
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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 | |||
Fund Accounting
| *All Fees in: U.S. Dollar |
Money Market Funds*
| Asset Tier |
Annual Fee (in bps) | |||
| First 250,000,000,000 |
0.13 | |||
| Above 250,000,000,000 |
0.10 | |||
All Other Funds (except fund of funds subject to the flat fee described below)
| Asset Tier |
Annual Fee (in bps) | |||
| First 75,000,000,000 |
0.25 | |||
| Over 75,000,000,000 – 150,000,000,000 |
0.20 | |||
| Above 150,000,000,000 |
0.15 | |||
| Minimum Fee** |
Annual Fee | |||||||
| Money Market Funds |
15,000.00 | Per Fund | ||||||
| All Other Funds |
20,000.00 | Per Fund | ||||||
| Flat Fee |
Annual Fee | |||||
| Fund of Funds*** |
15,000.00 | Per Fund | ||||
| Multi-Manager Funds |
10,000.00 | Additional Fee Per Manager | ||||
| Fund Mergers**** |
1,500.00 | Per Merger | ||||
| Daily Money Market Fund NAV Calculations***** |
15,000.00 | Per Fund | ||||
| Hourly Amortized Cost NAVs for Money Market Funds****** |
5,000.00 | Per Fund | ||||
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| Additional Fees |
Fee | |||||
| Additional Share Classes |
||||||
| First 3 Share Classes |
no charge | Per Class | ||||
| Additional Share Classes |
2,000.00 | Annual Fee Per Class | ||||
| Exchange Traded Derivative (ETD) Servicing Fee |
8.00 | Per Transaction | ||||
| Bank Loan Transaction Fee |
20.00 | Per Transaction | ||||
| Bank Loan Servicing Fee |
0.40 | Asset Based Fee in bp | ||||
| * | A cap on Fund Accounting fees for the Money Market Funds will be set at $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived. |
| ** | Fund minimums will apply only for Funds that have commenced operations. Start up Funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations. |
| *** | This flat fee applies to Fund of Funds investing in X.X. Xxxxxx Funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for All Other Funds would apply. |
| **** | In the event a fund merger occurs, the additional above quoted fee will apply. |
| ***** | As described in more detail on Schedule E, this fee is applied to each Money Market Fund which has requested to receive daily NAV calculations using market prices, including automated delivery of daily NAV calculations to the TFR platform. Each Money Market Fund will pay an additional flat fee of $15,000 for this additional service, which is not subject to the Fund minimum or Fund cap due to the additional expense and work provided by the Bank. |
| ****** | As described in more detail on Schedule E, this fee is applied to each Money Market Fund. Each Money Market Fund will pay an additional flat fee of $5,000 for this service, which is not subject to the Fund minimum or Fund cap due to the additional expense and work provided by the Bank. |
Global Derivatives Services
| *All Fees in: U.S. Dollar |
| Service |
Description |
Fee | ||||
| Event Charges |
Transaction (STP) Set up fee - per trade | 25.00 | ||||
| Amendment (STP) fees - per trade | 25.00 | |||||
| Transaction (Non- STP) Set up fee - per trade | 150.00 | |||||
| Amendment (Non-STP) fees - per trade | 150.00 | |||||
| Daily Lifecycle Management |
$ | 0.40 per contract per day | ||||
| Daily Valuation Fees |
Clearing House Pricing CDI | 2.00 | ||||
| Cleared House Pricing IRS | 2.00 | |||||
| Third Party Vendor Sourced Pricing (excludes vendor cost) | 3.00 | |||||
| Independent Bilateral – Vanilla | 3.00 | |||||
| Independent Bilateral – Moderate | 3.80 | |||||
| Independent Bilateral – Complex | 5.30 | |||||
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Out-of-pocket and Direct 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, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as Xpedite, Xxxxxx Xxxx. These charges also include payments to vendors such as Automated Business Development. |
| • | Archives. 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. |
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Fee Terms and Conditions
Bank’s fees shall remain in place for a period of 3 years from December 1, 2013.
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. In addition, Customer is permitted at any time to discontinue the use of Global Derivative Services for certain derivatives provided Customer has provided Bank with 30 days’ prior notice. 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.
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.
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).
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.
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.
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.
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