USA MUTUALS AMENDMENT TO THE AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
THIS AMENDMENT dated as of the 10th day of June, 2015, to the Amended and Restated Fund Administration Servicing Agreement originally made and entered into as of August 29, 2005, amended and restated as of July 24, 2012, and further amended June 11, 2013 (the "Agreement"), is entered into by and between USA MUTUALS, a Delaware business trust (the "Trust" or “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the fees of the Agreement; and
WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit C is hereby superseded and replaced with Amended Exhibit C effective May 1, 2015 attached hereto.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 their duly authorized officers on one or more counterparts as of the date and year first written above.
USA MUTUALS | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ Xxxxx Xxxxxxxx | By: /s/ Xxxxxxx X. XxXxx |
Name: Xxxxx Xxxxxxxx | Name: Xxxxxxx X. XxXxx |
Title: President | Title: Executive Vice President |
1
Amended Exhibit C to the Amended and Restated Fund Administration Servicing Agreement – USA Mutuals
Fund Administration & Portfolio Compliance Services, Fund Accounting, and Fund Custody Fee Schedule at May 1, 2015
Annual Basis Point Fees
Annual Fee Based Upon Average Net Assets per Fund*
___ basis points on the first $___
___ basis points on the next $___
___ basis points on the next $___
___ basis points on the next $___
___ basis points over $___
Minimum annual fee: $___ per fund portfolio (Pricing and portfolio transactions charged separately)
New Funds
$___ per fund – Legal Fund Administration - Registration
1/3 of $___ year 1
2/3 of $___ year 2
Services Included in Annual Fee per Fund
§
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Advisor Information Source – On-line access to portfolio management and compliance information.
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§
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Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
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§
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Fund Administration Legal Services
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§
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15(c) Reporting
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Chief Compliance Officer Support Fee (Fund Complex)*
§
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$___ per year (Per service line – Fund Administration, Fund Accounting, Fund Custody)
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Third Party Administrative Data Charges (descriptive data for each security)
§
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$___ per security per month for fund administrative data
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Prices above are based on using U.S. Bancorp standard data pricing services and are subject to change.
Pricing Services
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$___ - Domestic Equities, Options, ADRs, Foreign Equities
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§
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$___ - Domestic Corporates, Convertibles, Gov’ts, Agencies, Futures, Forwards, Currency Rates, Mortgage Backed
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§
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$___ - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield
|
§
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$___ - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
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§
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$___ - Bank Loans
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§
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$___ - Swaptions
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§
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$___ - Credit Default Swaps
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§
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$___ per Month Manual Security Pricing (>25per day)
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Fair Value Services (Charged at the Complex Level)
§
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$___ per security on the First 100 Securities
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§
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$___ per security on the Balance of Securities
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NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
§
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$___ per Foreign Equity Security per Month
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§
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$___ per Domestic Equity Security per Month
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Factor Services (security paydown factor data)
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$___ per CMOs, Asset Backed, Mortgage Backed Security per Month
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Portfolio Transaction Fees
§
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$___ – Book entry DTC transaction, Federal Reserve transaction, principal paydown
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§
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$___ – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
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§
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$___ – Option/SWAPS/future contract written, exercised or expired
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§
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$___ – Mutual fund trade, Fed wire, margin variation Fed wire
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§
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$___ – Physical security transaction
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§
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$___ – Check disbursement (waived if U.S. Bancorp is Administrator)
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
2
Amended Exhibit C (continued) to the Amended and Restated Fund Administration Servicing Agreement - USA Mutuals
Fund Administration & Portfolio Compliance Services, Fund Accounting, and Fund Custody Fee Schedule at May 1, 2015
Other Custody Fees
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Additional fees apply for global servicing (See Attached)
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§ Sub Advised Funds - $___ per custody account per year
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$___ – Segregated account per year
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§
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No charge for the initial conversion free receipt.
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Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place
Out-Of-Pocket Expenses
Including but not limited to 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), SWIFT processing and customized reporting, expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, extraordinary expenses based upon complexity.
Additional Services
Available but not included above are the following services – USBFS legal administration (e.g., annual legal administration and 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.
3
Amended Exhibit C (continued) to the Amended and Restated Fund Administration Servicing Agreement – USA Mutuals
Fund Administration & Portfolio Compliance Services, Fund Accounting, and Fund Global Sub-Custodial Fee Schedule at May 1, 2015
Country
|
Instrument
|
Safekeeping (BPS)
|
Transaction Fee
|
Country
|
Instrument
|
Safekeeping (BPS)
|
Transaction Fee
|
Country
|
Instrument
|
Safekeeping (BPS)
|
Transaction Fee
|
||
Argentina
|
All
|
____
|
$____
|
Greece
|
All
|
____
|
$____
|
Oman
|
All
|
____
|
$____
|
||
Australia
|
All
|
____
|
$____
|
Guinea Bissau
|
All
|
____
|
$____
|
Pakistan
|
All
|
____
|
$____
|
||
Austria
|
Equities/Bonds
|
____
|
$____
|
Hong Kong
|
All
|
____
|
$____
|
Peru
|
All
|
____
|
$____
|
||
Austria
|
Depo Receipt
|
____
|
$____
|
Hungary
|
All
|
____
|
$____
|
Philippines
|
All
|
____
|
$____
|
||
Austria
|
Non ATS ALL
|
____
|
$____
|
Iceland
|
All
|
____
|
$____
|
Poland
|
All
|
____
|
$____
|
||
Bahrain
|
All
|
____
|
$____
|
India
|
All
|
____
|
$____
|
Portugal
|
All
|
____
|
$____
|
||
Bangladesh
|
All
|
____
|
$____
|
Indonesia
|
All
|
____
|
$____
|
Qatar
|
All
|
____
|
$____
|
||
Belgium
|
All
|
____
|
$____
|
Ireland
|
All
|
____
|
$____
|
Romania
|
All
|
____
|
$____
|
||
Benin
|
All
|
____
|
$____
|
Israel
|
All
|
____
|
$____
|
Russia
|
Equities/Bonds
|
____
|
$____
|
||
Bermuda
|
All
|
____
|
$____
|
Italy
|
All
|
____
|
$____
|
Russia
|
MINFIN
|
____
|
$____
|
||
Botswana
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All
|
____
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$____
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Ivory Coast
|
All
|
____
|
$____
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Senegal
|
All
|
____
|
$____
|
||
Brazil
|
All
|
____
|
$____
|
Japan
|
All
|
____
|
$____
|
Singapore
|
All
|
____
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$____
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||
Bulgaria
|
All
|
____
|
$____
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Jordan
|
All
|
____
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$____
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Slovak Republic
|
All
|
____
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$____
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||
Burkina Faso
|
All
|
____
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$____
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Kazakhstan
|
Equities
|
____
|
$____
|
Slovenia
|
All
|
____
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$____
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||
Canada
|
All
|
____
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$____
|
Kazakhstan
|
Bonds
|
____
|
$____
|
South Africa
|
All
|
____
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$____
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||
Cayman Islands*
|
All
|
____
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$____
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Kenya
|
All
|
____
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$____
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South Korea
|
All
|
____
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$____
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||
Channel Islands*
|
All
|
____
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$____
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Kuwait
|
All
|
____
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$____
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Spain
|
All
|
____
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$____
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||
Chile
|
All
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____
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$____
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Latvia
|
Equities/Bonds
|
____
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$____
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Sri Lanka
|
All
|
____
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$____
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||
China-Shanghai
|
All
|
____
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$____
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Latvia
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Gov’t Bonds
|
____
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$____
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Swaziland
|
All
|
____
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$____
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||
China-Shenzhen
|
All
|
____
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$____
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Lebanon
|
All
|
____
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$____
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Sweden
|
All
|
____
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$____
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||
Columbia
|
All
|
____
|
$____
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Lithuania
|
All
|
____
|
$____
|
Switzerland
|
All
|
____
|
$____
|
||
Costa Rica
|
All
|
____
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$____
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Luxembourg
|
All
|
____
|
$____
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Taiwan
|
All
|
____
|
$____
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||
Croatia
|
All
|
____
|
$____
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Malaysia
|
All
|
____
|
$____
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Thailand
|
All
|
____
|
$____
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||
Cyprus
|
All
|
____
|
$____
|
Mali
|
All
|
____
|
$____
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Togo
|
All
|
____
|
$____
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||
Czech Republic
|
All
|
____
|
$____
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Malta
|
All
|
____
|
$____
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Tunisia
|
All
|
____
|
$____
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||
Denmark
|
All
|
____
|
$____
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Mauritius
|
All
|
____
|
$____
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Turkey
|
All
|
____
|
$____
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||
Ecuador
|
All
|
____
|
$____
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Mexico
|
All
|
____
|
$____
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UAE
|
All
|
____
|
$____
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||
Egypt
|
All
|
____
|
$____
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Morocco
|
All
|
____
|
$____
|
United Kingdom
|
All
|
____
|
$____
|
||
Estonia
|
All
|
____
|
$____
|
Namibia
|
All
|
____
|
$____
|
Ukraine
|
All
|
____
|
$____
|
||
Euromarkets**
|
All
|
____
|
$____
|
Netherlands
|
All
|
____
|
$____
|
Uruguay
|
All
|
____
|
$____
|
||
Finland
|
All
|
____
|
$____
|
New Zealand
|
All
|
____
|
$____
|
Venezuela
|
All
|
____
|
$____
|
||
France
|
All
|
____
|
$____
|
Niger
|
All
|
____
|
$____
|
Vietnam*
|
All
|
____
|
$____
|
||
Germany
|
All
|
____
|
$____
|
Nigeria
|
All
|
____
|
$____
|
Zambia
|
All
|
____
|
$____
|
||
Ghana
|
All
|
____
|
$____
|
Norway
|
All
|
____
|
$____
|
Zimbabwe
|
All
|
____
|
$____
|
*Additional customer documentation and indemnification will be required prior to establishing account in these markets
**Euromarkets – Non-Eurobonds: Surcharges vary by local market
Safekeeping and transaction fees are assessed on security and currency transactions.
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 above, surcharges may apply if a security is held outside of the local market.
Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $___ per claim.
Out of Pocket Expenses For Global Services
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for 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 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.
SWIFT reporting and message fees.
*Fees are calculated pro rata and billed monthly.
4
Amended Exhibit C (continued) to the Amended and Restated Fund Administration Servicing Agreement – USA Mutuals
Fund Administration & Compliance Portfolio Services
Supplemental Services Fee Schedule effective May 1, 2015
Additional Legal Administration Services
§
|
Multi-managed funds – as negotiated based upon specific requirements
|
§
|
Proxy – as negotiated based upon specific requirements
|
Daily Compliance Services
§
|
Base fee – $___ per fund per year
|
§
|
Setup – $___ per fund group
|
Section 18 Compliance Testing
§
|
$___ set up fee per fund complex
|
§
|
$___ per fund per month
|
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.
|
§
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Features password-protected, encrypted servers with automatic failover.
|
§
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Training and ongoing system support.
|
§
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Accessible from your smart phone or iPad.
|
§
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Allows multiple users to access materials concurrently.
|
§
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Searchable archive.
|
§
|
Ability to make personal comments.
|
Annual Fee per Trust
§
|
0 - 10 users - $___
|
§
|
10 - 20 users - $___
|
§
|
20 - 30 users - $___
|
§
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30 - 40 users - $___
|
5