THIRD AMENDMENT to the TRANSFER AGENT SERVICING AGREEMENT
THIRD AMENDMENT to the
THIS THIRD AMENDMENT to the Transfer Agent Servicing Agreement is made and entered into by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory 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”) and is effective as of the date last written on the signature block.
WHEREAS, the Trust and Fund Services have previously entered into a certain Transfer Agent Servicing Agreement, dated as of May 9, 2019 (the "Agreement"); and
WHEREAS, the parties desire to amend the fee schedule of the Agreement; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1.Effective June 1, 2020, Exhibit E of the Agreement is hereby superseded and replaced in its entirety with Exhibit E attached hereto.
2.Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications or prior writings (except as otherwise provided herein) with respect thereto. Except as expressly amended herein, all of the provisions of the Agreement shall remain in full force and effect, and all references to the Agreement in the Agreement or any document related thereto shall for all purposes constitute references to the Agreement as amended hereby. This Amendment shall in no way operate as a novation, release, or discharge of any of the provisions of the Agreement (except as amended herein), or any indebtedness thereby evidenced.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year last written below.
North Square Investments Trust U.S. Bank National Association
By:__/s/ Xxxx X. Molotsky_________ By:___/s/ Xxxxx Zagrodnik________
Name: __Alan E. Molotsky_______ Name: __Anita Zagrodnik_________
Title: _Secretary/Treasurer________ Title: ___Senior Vice President______
Date: __8/30/20_________________ Date: ____9/15/2020_______________
Exhibit A
to the
Fund Names
North Square Advisory Research All Cap Value Fund
North Square Dynamic Small Cap Fund
North Square Multi Strategy Fund
North Square Oak Ridge All Cap Growth Fund (formerly Disciplined Growth Fund)
North Square Oak Ridge Dividend Growth Fund
North Square Oak Ridge Small Cap Growth Fund
North Square Strategic Income Fund
North Square Altrinsic International Equity Fund
North Square XxXxx Bond Fund
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Exhibit E
to the
Transfer Agent, Shareholder & Account Services Fee Schedule at June 1, 2020
Annual Fee Based Upon Average Net Assets at the complex level*
Base fee of $[ ]per CUSIP. Base Fee increases $[ ]for each new CUSIP launched after June 1, 2020. .U.S. Bank Global Fund Services agrees to waive [ ]of the per CUSIP base fee the first year and [ ] of the per CUSIP base fee the second year on new CUSIPs launched after June 1, 2020.
[ ]basis point on the First $[ ]million
[ ]basis point on the next $[ ]million
[ ]basis point on the balance
Services Included in Annual Basis Point Fee
•Telephone Calls
•Voice Response Calls
•Manual Shareholder Transaction & Correspondence
•Omnibus Account Transaction
•Daily Valuation/Manual 401k Trade
•Report Source – Client on-line access to fund and investor data. Includes set up and 2 user Ids.
•NSCC System Interface
•Short-Term Trader Reporting – Software application used to track and/or assess transaction fees that are determined to be short-term trades.
•Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.
•12b-1 Aging – Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age.
•Initial conversion fees waived (includes investor accounts; excludes conversion of document images and customization)
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor confirms, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings, electronic document archiving.
Additional Services
Additional services not included above shall be mutually agreed upon and documented on the Additional Services fee schedule: FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), Fund Source, EConnect Delivery, Shareholder Call review analysis, statement support, Mutual Fund Profile II services, dealer/fund merger events, NAV reprocessing 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).
* Subject to annual CPI increase – All Urban Consumers – U.S. City Average.
Fees are calculated pro rata and billed monthly.
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The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed
Exhibit E (continued) to the Transfer Agent Servicing Agreement
Transfer Agent & Shareholder Services
Additional Services Fee Schedule
Charges Paid by Investors
Shareholder accounts will be charged based upon the type of activity and type of account, including the following:
Qualified Plan Fees
•$[ ]per qualified plan account or Xxxxxxxxx ESA account (Cap at $[ ]per SSN)
•$[ ]per transfer to successor trustee
•$[ ]per participant distribution (Excluding SWPs)
•$[ ]per refund of excess contribution
•$[ ]per reconversion/recharacterization
Additional Shareholder Paid Fees
•$[ ]per outgoing wire transfer or overnight delivery
•$[ ]per telephone exchange
•$[ ]per return check or ACH or stop payment
•$[ ]per statement year requested per account (This fee applies to research requests for statements older than the prior year)
CUSIP Setup
•CUSIP Setup beyond the initial CUSIP – $[ ]per CUSIP
•Expedited CUSIP Setup – $[ ]per CUSIP (Less than 35 days)
Fund Characteristic Change
•Fund Name Change – $[ ]per fund/ per change
•Fund CUSIP Change – $[ ]per fund/ per change
Digital Investor
Shareholder account access through the internet. Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. Digital Investor includes user interface which caters to a full range of connected devices, including tablets and smart phones. The standard implementation comes with advanced authentication, eCommerce inspired workflows, and a base package of transaction and maintenance functionality.
◦Digital Investor
•Implementation – $[ ]per fund group
•Annual Base Fee – $[ ]per year
Optional features with additional implementation fees and ongoing fees are available. A full feature list and quote is available upon request.
◦Activity (Session) Fees:
•Inquiry – $[ ]per event
•Login Challenge – $[ ]per event
•Account Maintenance – $[ ]per event
•Transaction – financial transactions, duplicate statement requests, etc. – $[ ]per event
•New Account Set-up – $[ ] per event
•Bank Verification Attempt – $[ ] per event
FAN Mail
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Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.
•Base Fee Per Management Company – file generation and delivery – $[ ]per year
•Per Record Charge
–Rep/Branch/ID – $.[ ]
–Dealer – $[ ]
•Price Files – $[ ]per record or $[ ]per user per month, whichever is less
Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)
Vision Electronic Statement Services
Online account access for broker/dealers, financial planners, and RIAs.
Account inquiry
- Inquiry - $[ ]per event
- Vision ID - $[ ]per month per ID
Transaction Processing*
- Implementation Fee - $[ ]per Management Company
- Transaction – purchase, redeem, and exchange - $[ ]per event
- Monthly Minimum Charge - $[ ]per month
Electronic Statements*
- Implementation- $[ ]per fund group
- Load charges-$[ ]per image
- Archive charge (for any image stored beyond 2 years)-$ [ ]per document
*Vision ID and event charges also apply.
Fund Source
Client Access to audited fund information, pricing, performance, literature, processing guidelines.
–$[ ]per Month – Unlimited Users
Electronic Correspondence
Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.
•$[ ] per Email
Client Web Data Access
USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.
•STAT – Statement and Tax Form Storage & Retrieval
–Setup: $[ ]per user
–Support: $[ ]per user per month
•ReportSource – Report and Data File Storage & Retrieval
–Setup: Included in initial fund setup on Transfer Agent system
–$[ ]per user per month
Additional Data Delivery Services
•Ad Hoc/PowerSelect File Development
–Standard ad-hoc select: $[ ]per file
–Custom coded data for recurring, scheduled delivery: $[ ]per hour consultation and programming development
–Support: $[ ]per file per month for recurring files/reports scheduled for delivery via Report Source.
–Recurring files scheduled for delivery via Report Source.
•Custom Electronic File Exchange (MFS delivery of standard TIP files)
–Setup: $[ ]one-time fee
–Support: $[ ]per file per month
•File Delivery to Alternate Sales Reporting Provider
–Setup: $[ ]one-time fee
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–Maintenance Fee: $[ ]per file per month
Chat Services
•Implementation Fee – $[ ]
•Monthly Fee – $[ ]per month
•Per Chat Fee – $[ ]per chat or $[ ]per minute of chat
Outbound Calling & Marketing Campaigns
•Cost based on project requirements including ours, data sourcing and reporting.
Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)
Electronic Form Delivery and Signature Capture
•Implementation fee – $[ ] (includes [ ]forms)
•Additional setup fee – $[ ]for each additional form and email template
•Form and fund logo modifications – $[ ]per form, $[ ]per updated Fund Logo
•Monthly minimum fee – $[ ]per month
•Per electronic envelope Fee – $[ ]
Recordkeeping Application Access
•Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers
–$[ ]implementation
–$[ ]per month
•Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers
–Cost varies depending upon location and bandwidth
•TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.
–$[ ]implementation
–$[ ]per ID per month
•TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.
–$[ ]implementation
–$[ ]per ID per month
•TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.
–$[ ]implementation
–$[ ]per ID per month
•Automated Work Distributor (AWD) – Image and workflow application.
–$[ ]implementation
–$[ ]per ID per month
•Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.
–$[ ]implementation
–$[ ]per ID per month
•PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.
–$[ ]per month
Programming Services
•$[ ]per hour (subject to change)
•Charges incurred for customized services based upon fund family requirements including but not limited to:
–Fund setup programming (transfer agent system, statements, options, etc.)
–Customized service development
–Voice response system setup (menu selections, shareholder system integration, testing, etc.)
–All other client specific customization and/or development services
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Cost Basis Reporting
Annual reporting of shareholder cost basis for non-fiduciary direct accounts.
•$[ ]per direct open account per year
Email Services
Services to capture, queue, monitor, service and archive shareholder email correspondence:
•$[ ]setup per fund group
•$[ ]per month administration
•$[ ]per received email correspondence
Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)
Dealer Reclaim Services
Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.
•$[ ]per fund group per month
CTI Reporting
Integrated custom detailed call reporting – $250 per monthly report
Literature Fulfillment Services
•Account Management/Database Administration
–$[ ]per month
–Receiving – $[ ]per SKU
–Order Processing – $[ ] per order
–Skid Storage – $[ ]per month per location
–Disposal – $[ ]per SKU
•Inbound Teleservicing Only
–Account Management – $[ ]per month (OR)
–Call Servicing – $[ ]per call
•Lead Source Reporting
–$[ ]per month
•Closed Loop Reporting
–Account Management – $[ ]per month
–Database Installation, Setup – $[ ]per fund group
•Miscellaneous Expenses
–Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.
Shareholder Call Review Analysis
Includes Call Sampling sent securely to client and Reporting of internal representative reviews.
•$[ ]per Month
Mutual Fund Profile II Services
Initial data review and population as well as ongoing support of information on DTCC’s Mutual Fund Profile II site
•Initial data population: $[ ]for less than 25 CUSIPS / [ ]for 25 CUSIPS or more
•Monthly maintenance: $[ ]per management company
•Additional project fees may apply for events such as fund acquisitions, multiple fund/share class launches, share class charges and other large processing events outside of normal fund activity to be billed at rate of $[ ]/hour
Dealer Survey Completion
Dealer fund survey requests – $ per hour for completion and quality validation
Physical Certificate Processing
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Services to support the setup and processing of physical certificated shares for a fund family:
•$[ ]setup per fund group
•$[ ]per certificate transaction
Fund Event* Services
•Programming & File Delivery – $[ ]/hour
•Project Management/Analysis – $[ ]/hour
•Account Data Retention – $[ ]/account/month until purged*
•CUSIP Data Retention – $[ ]/CUSIP/month until purged*
*Fund Event are defined as Fund Liquidations, De-conversions, Mergers, Fully History Conversions (Manual and Systematic) and Non Taxable Reorganizations (into USBFS or out to another Transfer Agent)*FINCEN regulations require account retention for 12 months following closing. Data is purged the first July after retention requirements have been fulfilled.
Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)
MARS Sales Reporting & Compliance Services
Standard MARS Version 8i Implementation Cost
•$[ ]– $[ ]MARS Sales Reporting Module, CRM Module or 22c-2 Compliance Module (Includes up to one year of DST/TA2000 data)
Standard MARS Version 8i Products & Services (Monthly fees)
•$4[ ]– $[ ]MARS Sales & Compliance Reporting (Includes [ ] Sales & [ ]Compliance Users)
•$[ ]– $[ ]MARS Sales Reporting (Includes [ ] Sales Users)
•$[ ]– $[ ]MARS 22c-2 Compliance (Includes [ ] Compliance Users)
•$[ ]– $[ ]– Enhanced Services*
Includes up to [ ]hours per month of support services. Basic support includes file import assistance, data scrubbing (cleaning of firm, office and rep information), database query requests, compliance report monitoring/review/analysis, and business requirement analysis. Additional Enhanced Services support can be negotiated.
Standard Version 8i System Setup & Implementation Costs (One-time fee)
•$20,000 – XxxxxXxxxx.xxx Integration
•$7,500 – Custom Data Interface
•$2,500 – OmniSERV Setup
•$2,500 – Standard Interface
•$1,800 – Additional OmniSERV Interface
Standard Version 8i Licenses (Monthly Fee Per User)
•$200 – Sales Reporting
•$175 – 22c-2 Compliance
•$150 – CRM
•$75 – SFDC
Standard Version 8i Products & Services (Monthly Fee)
•$500 – OmniSERV
•$500 – Daily Transaction Load from Sales Portal
•$250 – Monthly Asset Load from Sales Portal
•$250 – XxxxxXxxxx.xxx
Additional Version 8i Products & Services (Quoted Separately)
Albridge Analytics, CFG Fulfillment, Customer/Account Module, Document Management, Exact Target, iPad/iPhone, Mapping Integration, Xxxxxxx Xxxxx (Compliance Only), NSCC DTT Data Line, Profiling, and RIA Monthly Load.
MARS Lite Implementation Cost – Eligibility Based on AUM and Transaction Size
•$[ ]– MARS Lite Base Sales Reporting Only (Includes up to one year of DST/TA2000 data)
MARS Lite Products & Services (Monthly fees based on AUM)
•$[ ]/month (AUM $0 – $[ ])
•[ ]/month (AUM $[ ]– $[ ])
•$[ ]/month (AUM $[ ]– $[ ])
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•$[ ]/month (AUM $[ ]– $[ ])
Once an AUM of $[ ]has been reached, additional fees will be negotiated. After an AUM range is surpassed, the monthly services fee would not decrease regardless of negative fluctuations.
Includes Enhanced Services up to [ ]hours per month of support services. Basic support includes file import assistance, data scrubbing (cleaning of firm, office and rep information), database query requests and business requirements analysis.
Base includes initial three dealer interfaces. Each additional interface is $[ ]per month.
Storage allocation includes initial 10GB of data. Each additional 1GB of storage space is $[ ]per month.
No CRM real-time integration. No system access.
Additional MARS Lite System Setup & Implementation Costs (One-time fee)
•$[ ]– Custom Data Interface
•$[ ]– Standard Interface
•$[ ]– OmniSERV Interface
Any System Upgrades & Enhancements (Quoted separately through a Statement of Work)
MARS Training
•$[ ]/day plus travel and out-of-pocket expenses.
** Any additional costs that may be charged by intermediaries/NSCC for data fees are not included.
Transfer Agent & Shareholder Services
Additional Services Fee Schedule (Continued)
Informa Shareholder Electronic Statement Services
Electronic Confirm Presentation
eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.
•Document Loading, Storage, and Access – $[ ]per statement
•Document Consent Processing, Suppression, and Notification – $[ ]per suppressed statement
•Development & Implementation of Electronic Confirm Statements – $[ ]initial setup fee
Electronic Investor Statement Presentation
eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.
•Document Loading, Storage, and Access – $[ ]per statement
•Document Consent Processing, Suppression, and Notification – $[ ]per suppressed statement
•Development & Implementation of Electronic Investor Statements – $[ ]initial setup fee
Electronic Tax Presentation
eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.
•Document Loading, Storage, and Access – $[ ]per statement
•Document Consent Processing, Suppression, and Notification – $[ ] per suppressed statement
•Development & Implementation of Electronic Tax Statements – $[ ]initial setup fee
Electronic Compliance Presentation
eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.
•Document Consent Processing, Suppression, and Notification – $[ ]per suppressed statement
•Development & Implementation of Electronic Compliance Documents – $[ ]initial setup fee
Related Digital Investor Fees
•View Consent Enrollment – $[ ]per transaction
•Consent Enrollment – $[ ]per transaction
•View Statements – $[ ]per view
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Notes:
•Statements presented as PDF documents
•Statements will be loaded for all accounts, regardless of consent
•Three year minimum term
•Storage for two years included in Document Loading, Storage and Access fee. Archive fee of $[ ]per document per year for three years and greater, if desired
Digital Investor customization charges apply
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