DIREXION FUNDS AND DIREXION INSURANCE TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Exhibit (g)(i)(B)
Final
DIREXION FUNDS AND DIREXION INSURANCE TRUST
FIRST AMENDMENT TO THE CUSTODY AGREEMENT
THIS FIRST AMENDMENT, dated as of July 10, 2014, to the Custody Agreement dated as of March 17, 2010 (the “Agreement”), is entered into by and among DIREXION FUNDS, a Massachusetts business trust, DIREXION INSURANCE TRUST, a Massachusetts business trust (collectively referred to as the “Trust”) and U.S. BANK, NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the fees of the Agreement; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by all parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit C is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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 First Amendment to be executed by a duly authorized officer on one or more counterparts as of the day and year first written above.
| DIREXION FUNDS | U.S. BANK, NATIONAL ASSOCIATION | |||||||
| By: | /s/ Xxxxxxx Xxxxxxx |
By: | /s/ Xxxxxxx X. XxXxx | |||||
| Name: Xxxxxxx Xxxxxxx | Name: Xxxxxxx X. XxXxx | |||||||
| Title: Chief Financial Officer | Title: Senior Vice President | |||||||
| DIREXION INSURANCE TRUST | ||||||||
| By: | /s/ Xxxxxxx Xxxxxxx |
|||||||
| Name: Xxxxxxx Xxxxxxx | ||||||||
| Title: Chief Financial Officer | ||||||||
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Final
Amended Exhibit C to the Custody Agreement – Direxion Funds and Direxion Insurance Trust
Fees at July 1, 2014
Annual Custody Fee – All Funds
basis points, subject to a $ annual minimum fee for complex*
All transaction charges will be waived
Overdrafts will be charged to the account at prime interest rate plus 2.
Extraordinary services may be provided with agreed-upon costs. Global Custody fees, if any, are extra.
CPI will not apply.
| * | The fees set forth in this contract will be aggregated with other USBFS service line fees, the total of which will be subject to this overall fee governor: |
| If aggregate complex assets are... |
USBFS will charge no more than this basis point for assets in the level* |
|||
| $ - $ |
bp | |||
| $ - $ |
bp | |||
| $ - $ |
bp | |||
| Assets over $ |
bp | |||
These fees are cumulative, meaning that anything charged at a certain breakpoint will be added to the fees for the previous breakpoint, if any. Service line minimums are not subject to the fee governor.
Fees are billed monthly.
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Final
Amended Exhibit C – Direxion Funds and Direxion Insurance Trust
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at January 1, 2010
| Base Fee - | A monthly base charge of $ per fund/account that requires global custody for trading in Canada only If global custody is required for another country in addition to Canada, the monthly base charge is $ per fund/account (see detailed transaction and other fees on the following page 31) This fee will be waived on a monthly basis if there is no trading activity or holdings in the global custody account each month. |
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Final
Amended Exhibit C to the Custody Agreement – Direxion Funds and Direxion Insurance Trust
Notes (the following pertain to Global Fees):
| (1) | Fee is expressed in basis points per annum where one basis point equals one hundredth of one percent (.01%) and is calculated based upon month-end market value, unless stated otherwise. |
| (2) | A transaction is defined as a receipt or delivery versus payment, a free receive or deliver, maturities, or security transaction related to corporate events. |
| (3) | 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 (surcharge schedule available upon request) |
| • | Note, for all other markets specified above, surcharges may apply if a security is held outside of the local market. |
Straight Through Processing – fees waived
For non-US resident clients investing in the U.S. market:
Fees for US custody are provided on the basis that if assets are held in an omnibus account for multiple underlying clients, the Client will take the necessary action to attain Qualified Intermediary (QI) status for US IRS withholding tax purposes. Should the Client fail to take the necessary action, the fee quoted would be subject to review, and all costs incurred by The Bank of New York in fulfilling its obligations under the US regulations would be passed to the Client. Please refer to the separate Non-Resident Alien (NRA) fee schedule.
Note: for the clients who are the sole beneficial owner of the assets held in their account with The Bank of New York and the client has provided a “W8Ben” form per account stating their ownership of the assets, the above will not apply.
Cash Transactions
| • | Currency Trade - $ per transaction |
| • | 3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a third party will be charged $50. |
Standard Non-U.S. Proxy Services Fees
| • Notification |
$ | |||
| • Vote |
$ | |||
| • Relationship Set Up Fee |
$ |
Tax Reclamation Services – may be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $ per claim.
Communication Fees
| • | INFORM – Access to The Bank of New York proprietary application, INFORM, for standard custody instructions and reporting will be provided at a cost of USD $ per month including installation and training. |
| • | SWIFT Reporting and Message Fees – the following fees will apply in respect of client requested SWIFT reports and messages: |
| • Cash Reporting – |
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| • MT900 – Cash Debit Advice |
$ each | |||
| • MT910 – Cash Credit Advice |
$ each | |||
| • MT940 – Detail Cash Statement |
$ per message | |||
| • MT950 – Cash Statement |
$ per message | |||
| • Securities Position Reporting |
||||
| • MT535 – Statement of Holdings |
$ per message | |||
| One MT535 will be issued per account per month free of charge. |
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| • MT536 – Statement of Transactions |
$ per message | |||
| • MT537 – Statement of Pendings |
$ per message | |||
| • Confirmations |
||||
| • MT544 – Receive Free Confirm |
$ per message | |||
| • MT545 – Receive Against Payment Confirm |
$ per message | |||
| • MT546 – Deliver Free Confirm |
$ per message | |||
| • MT547 – Deliver Against Payment Confirm |
$ per message | |||
| • Facsimile Reporting Fees |
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| • Corporate Actions Notifications |
$ per notification | |||
| • Cash and Securities Reports |
$ per page |
Out of Pocket Expenses
| • | Charges incurred by The Bank of New York for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees 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 out-of-pocket 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. |
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