FIRST AMENDMENT TO THE CUSTODY AGREEMENT
FIRST AMENDMENT TO THE
THIS FIRST AMENDMENT, dated as of August 13, 2020, to the Custody Agreement, originally made and entered into as of April 2, 2020, as amended (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of the Terra Firma U.S. Concentrated Realty Equity Fund (the "Fund") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the Trust and the Custodian desire to amend the fees of the Agreement; and
WHEREAS, Article 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Effective June 22, 2020, Exhibit C of the Agreement is hereby superseded and replaced with Exhibit C attached hereto.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 Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year written above.
Trust for Professional Managers U.S. Bank National Association
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx
Title: President Title: Senior Vice President
1/19/2021
1/19/2021
1
EXHIBIT C
Initial Base Fee for Fund Administration, Fund Accounting, Portfolio Compliance, Transfer Agent, CCO, and Custody Services at June 22, 2020.
Below base fees shall apply for an initial period of 18 months, starting at June 22, 2020, or when average net assets are greater than $100 million, whichever comes first. Additional Services fee schedule applies during the initial period.
Months 1-6 – $ per month
Months 7-12 – $ per month
Months 13-18 – $ per month
Following either threshold being reached, the base fee for Custody Services shall revert to the Custody Services Fee after initial period on page 2 of this amendment or on page 25 of the original fee schedule at March 2020.
Custody Services Fee after initial period
Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:
1.00 basis point on the first $ -
0.75 basis point on the next $ -
0.50 basis point on the balance
Minimum annual fee per fund – $ -
Plus portfolio transaction fees
Portfolio Transaction Fees
$ – Book entry DTC transaction, Federal Reserve transaction, principal paydown
$ – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
$ – Option/SWAPS/future contract written, exercised or expired
$ – Mutual fund trade, Margin Variation Wire and outbound Fed wire
$ – Physical security transaction
$ – Check disbursement (waived if U.S. Bancorp is Administrator)
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.
Additional Services
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
$- per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
Class Action Services – $- filing fee per class action per account, plus 2% of gross proceeds, up to a maximum per recovery not to exceed $-.
No charge for the initial conversion free receipt.
Overdrafts – charged to the account at prime interest rate plus 2% unless a line of credit is in place.
* Subject to annual CPI increase following 18-month period or $- threshold being reached – All Urban Consumers – U.S. City Average.
Fees are calculated pro rata and billed monthly.
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.
Exhibit C (continued) Trust for Professional Managers - Custody Agreement
Additional Custody Services Fee Schedule at June 2020
Third-Party Agent Domestic Securities Lending Support*+
$- implementation fee per Trust per Third-Party Agent Lender
Annual Base Fee $- per Trust per Third-Party Agent Lender
Plus Transaction fees
Third-Party Agent Portfolio Transaction Fees+
$- - transaction fee will be assessed for each loan, return, and reallocation transactions (loan/return)
+ Each Third-Party Agent Xxxxxx will be invoiced directly
*Subject to annual CPI increase – All Urban Consumers – U.S. City Average
Exhibit C (continued) Trust for Professional Managers - Custody Agreement
Additional Global Sub-Custodial Services Annual Fee Schedule
| Country | Safekeeping (BPS) | Transaction fee | Country | Safekeeping (BPS) | Transaction fee | Country | Safekeeping (BPS) | Transaction fee | ||||||||||||||||||||||||
| Australia | Hungary | Poland | ||||||||||||||||||||||||||||||
| Argentina | Iceland | Portugal | ||||||||||||||||||||||||||||||
| Austria | India | Qatar | ||||||||||||||||||||||||||||||
| Bahrain | Indonesia | Romania | ||||||||||||||||||||||||||||||
| Bangladesh | Ireland | Russia | ||||||||||||||||||||||||||||||
| Belgium | Israel | Serbia | ||||||||||||||||||||||||||||||
| Bermuda | Italy | Singapore | ||||||||||||||||||||||||||||||
| Botswana | Japan | Slovakia | ||||||||||||||||||||||||||||||
| Brazil | Jordan | Slovenia | ||||||||||||||||||||||||||||||
| Bulgaria | Kenya | South Africa | ||||||||||||||||||||||||||||||
| Canada | Kuwait | South Korea | ||||||||||||||||||||||||||||||
| Chile | Latvia | Spain | ||||||||||||||||||||||||||||||
| China Connect | Lithuania | Sri Lanka | ||||||||||||||||||||||||||||||
| China (B Shares) | Luxembourg | Eswatini | ||||||||||||||||||||||||||||||
| Colombia | Malaysia | Sweden | ||||||||||||||||||||||||||||||
| Costa Rica | Malta | Switzerland | ||||||||||||||||||||||||||||||
| Croatia | Mauritius | Taiwan | ||||||||||||||||||||||||||||||
| Cyprus | Mexico | Thailand | ||||||||||||||||||||||||||||||
| Czech Republic | Morocco | Tunisia | ||||||||||||||||||||||||||||||
| Denmark | Namibia | Turkey | ||||||||||||||||||||||||||||||
| Egypt | Netherlands | UAE | ||||||||||||||||||||||||||||||
| Estonia | New Zealand | Uganda | ||||||||||||||||||||||||||||||
| Euroclear (Eurobonds) | Nigeria | Ukraine | ||||||||||||||||||||||||||||||
| Euroclear (Non-Eurobonds) | Rates are available upon request | Norway | United Kingdom | |||||||||||||||||||||||||||||
| Finland | Oman | Uruguay | ||||||||||||||||||||||||||||||
| France | Pakistan | Vietnam | ||||||||||||||||||||||||||||||
| Germany | Panama | West African Economic Monetary Union (WAEMU)* | ||||||||||||||||||||||||||||||
| Ghana | Peru | Zambia | ||||||||||||||||||||||||||||||
| Greece | Philippines | Zimbabwe | ||||||||||||||||||||||||||||||
| Hong Kong | Saudi Arabia | |||||||||||||||||||||||||||||||
* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinnea Bissau, Togo and Benin.
Exhibit C (continued) Trust for Professional Managers - Custody Agreement
Global Custody Base Fee
A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
1– 25 foreign securities – $-; 26 – 50 foreign securities – $-; Over 50 foreign securities – $-
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.
Miscellaneous Expenses
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
SWIFT reporting and message fees.
Advisor’s signature below acknowledges approval of the domestic and global custody fees on this Exhibit.
By: Terra Firma Asset Management LLC
Name: /s/ Xxx Xxxxx
Title: MANAGING MEMBER
Date: 9-3-20
