AMENDMENT
AMENDMENT
This Amendment (“Amendment”) to the Amended and Restated Global Custody and Fund Accounting Agreement between the trusts (each, a “Trust”) acting on behalf of each of the portfolios listed under their names in Schedule A (each, a “Customer” or a “Fund”) thereto and JPMorgan Chase Bank, N.A. (“Bank”) dated as of March 31, 2022, as amended (the “Principal Agreement”), is entered into as of December 1, 2022 (the “Effective Date”).
WHEREAS the parties hereto (the “Parties”) entered into the Principal Agreement pursuant to which Bank was appointed to provide certain custody and fund accounting services; and the Parties now wish to amend the Principal Agreement, as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby agree as follows:
| 1. | Definitions. Terms defined in the Principal Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment. |
| 2. | Amendments. The Principal Agreement shall be amended as follows: |
(A) Schedule A of the Principal Agreement is hereby replaced in its entirety by Schedule A to this Amendment (as attached).
(B) Schedule E of the Principal Agreement is hereby replaced in its entirety by Schedule E to this Amendment (as attached).
(C) As modified and amended hereby, the Parties hereby ratify, approve and confirm the Principal Agreement in all respects, and save as varied by this Amendment, the Principal Agreement shall remain in full force and effect.
| 3. | Representations. Each Party represents to the other Parties that all representations contained in the Principal Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each Party, as the case may be, on the date of this Amendment. |
| 4. | Entire Agreement. This Amendment and the Principal Agreement and any documents referred to in each of them, constitute the whole agreement between the Parties relating to their subject matter and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the Parties. |
| 5. | Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each Party may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by each Party. |
| 6. | Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. |
| 7. | Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
JPMORGAN INSTITUTIONAL TRUST
JPMORGAN TRUST I
JPMORGAN TRUST II
JPMORGAN TRUST IV
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
UNDISCOVERED MANAGERS FUNDS
JPMORGAN INSURANCE TRUST
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: President | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
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Schedule A
JPMorgan Institutional Trust
JPMorgan Intermediate Bond Trust
JPMorgan Core Bond Trust
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc
JPMorgan Mid Cap Value Fund
X.X. Xxxxxx Mutual Fund Investment Trust
JPMorgan Growth Advantage Fund
JPMorgan Insurance Trust
JPMorgan Insurance Trust Core Bond Portfolio
JPMorgan Insurance Trust Global Allocation Portfolio
JPMorgan Insurance Trust Income Builder Portfolio
JPMorgan Insurance Trust Mid Cap Value Portfolio
JPMorgan Insurance Trust Small Cap Core Portfolio
JPMorgan Insurance Trust U.S. Equity Portfolio
JPMorgan Trust I
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Access Balanced Fund
JPMorgan Access Growth Fund
JPMorgan California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund
JPMorgan Commodities Strategy Fund (liquidated August 30, 2018)
JPMorgan Corporate Bond Fund
JPMorgan Diversified Fund
JPMorgan Diversified Real Return Fund (liquidated on December 8, 2017)
JPMorgan Emerging Markets Corporate Debt Fund (liquidated on February 3, 2020)
JPMorgan Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund
JPMorgan Emerging Markets Strategic Debt Fund (liquidated on April 29, 2022)
JPMorgan Equity Focus Fund
JPMorgan Equity Low Volatility Income Fund (liquidated on June 4, 2018)
JPMorgan Europe Dynamic Fund
JPMorgan Federal Money Market Fund
JPMorgan Floating Rate Income Fund
JPMorgan Global Allocation Fund
JPMorgan Global Bond Opportunities Fund
JPMorgan Global Research Enhanced Index Fund (liquidated on June 29, 2020)
JPMorgan Hedged Equity Fund
JPMorgan High Yield Municipal Fund
JPMorgan Income Builder Fund
JPMorgan Income Fund
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JPMorgan Trust I (continued)
JPMorgan Inflation Managed Bond Fund (liquidated on April 8, 2022)
JPMorgan International Advantage Fund (liquidated on February 26, 2021)
JPMorgan International Equity Fund
JPMorgan International Equity Income Fund (liquidated)
JPMorgan International Opportunities Fund (liquidated on October 2, 2017)
JPMorgan International Focus Fund
JPMorgan International Value Fund
JPMorgan International Value SMA Fund (liquidated on June 8, 2018)
JPMorgan Managed Income Fund
JPMorgan Mid Cap Equity Fund
JPMorgan National Municipal Income Fund
JPMorgan New York Municipal Money Market Fund
JPMorgan New York Tax Free Bond Fund
JPMorgan Opportunistic Equity Long/Short Fund
JPMorgan Prime Money Market Fund
JPMorgan Research Market Neutral Fund
JPMorgan Short Duration Core Plus Fund
JPMorgan Small Cap Blend
JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Sustainable Leaders Fund
JPMorgan SmartAllocation Equity Fund (liquidated on November 30, 2017)
JPMorgan SmartAllocation Income Fund (liquidated on November 30, 2017)
JPMorgan SmartRetirement Income Fund
JPMorgan SmartRetirement 2020 Fund
JPMorgan SmartRetirement 2025 Fund
JPMorgan SmartRetirement 2030 Fund
JPMorgan SmartRetirement 2035 Fund
JPMorgan SmartRetirement 2040 Fund
JPMorgan SmartRetirement 2045 Fund
JPMorgan SmartRetirement 2050 Fund
JPMorgan SmartRetirement 2055 Fund
JPMorgan SmartRetirement 2060 Fund
JPMorgan SmartRetirement Blend Income Fund
JPMorgan SmartRetirement Blend 2020 Fund
JPMorgan SmartRetirement Blend 2025 Fund
JPMorgan SmartRetirement Blend 2030 Fund
JPMorgan SmartRetirement Blend 2035 Fund
JPMorgan SmartRetirement Blend 2040 Fund
JPMorgan SmartRetirement Blend 2045 Fund
JPMorgan SmartRetirement Blend 2050 Fund
JPMorgan SmartRetirement Blend 2055 Fund
JPMorgan SmartRetirement Blend 2060 Fund
JPMorgan Strategic Income Opportunities Fund
JPMorgan Systematic Alpha Fund (liquidated on June 4, 2020)
JPMorgan Tax Aware Equity Fund
JPMorgan Tax Aware Real Return Fund
JPMorgan Tax Aware Real Return SMA Fund (liquidated on September 20, 2019)
JPMorgan Trust I (continued)
JPMorgan Tax Free Money Market Fund
JPMorgan Total Return Fund
JPMorgan Unconstrained Debt Fund
JPMorgan U.S. Applied Data Science Value Fund
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JPMorgan U.S. Dynamic Plus Fund (liquidated on March 23, 2018)
JPMorgan U.S. Equity Fund
JPMorgan U.S. GARP Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund
JPMorgan U.S. Research Enhanced Equity Fund
JPMorgan U.S. Small Company Fund
JPMorgan U.S. Sustainable Leaders Fund
JPMorgan U.S. Value Fund
JPMorgan Value Advantage Fund
Security Capital U.S. Core Real Estate Securities Fund (liquidated on December 8, 2017)
JPMorgan Trust II
JPMorgan Core Bond Fund
JPMorgan Core Plus Bond Fund
JPMorgan Equity Income Fund
JPMorgan Equity Index Fund
JPMorgan Government Bond Fund
JPMorgan High Yield Fund
JPMorgan International Research Enhanced Equity Fund (liquidated June 10, 2022)
JPMorgan Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund
JPMorgan Investor Growth Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Limited Duration Bond Fund
JPMorgan Liquid Assets Money Market Fund
JPMorgan Market Expansion Enhanced Index Fund (liquidated on May 6, 2022)
JPMorgan Mid Cap Growth Fund
JPMorgan Mortgage-Backed Securities Fund
JPMorgan Multi-Cap Market Neutral Fund (liquidated on March 28, 2018)
JPMorgan Municipal Money Market Fund
JPMorgan Ohio Municipal Bond Fund (liquidated on December 8, 2017)
JPMorgan Short Duration Bond Fund
JPMorgan Short-Intermediate Municipal Bond Fund
JPMorgan Small Cap Growth Fund
JPMorgan Small Cap Value Fund
JPMorgan XXXX Cap Equity Fund
JPMorgan Sustainable Municipal Income Fund
JPMorgan Tax Free Bond Fund
JPMorgan Treasury & Agency Fund (liquidated on December 8, 2017)
JPMorgan U.S. Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund
Undiscovered Managers Funds
JPMorgan Realty Income Fund (liquidated on May 20, 2022)
Undiscovered Managers Behavioral Value Fund
JPMorgan Trust IV
JPMorgan Core Focus SMA Fund
JPMorgan Emerging Markets Research Enhanced Equity Fund
JPMorgan Equity Premium Income Fund
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JPMorgan Hedged Equity 2 Fund
JPMorgan Hedged Equity 3 Fund
JPMorgan Institutional Tax Free Money Market Fund
JPMorgan International Equity Plus Fund (liquidated on October 15, 2021)
JPMorgan International Hedged Equity Fund
JPMorgan Macro Opportunities Fund (liquidated on October 13, 2022)
JPMorgan Municipal SMA Fund
JPMorgan Preferred and Income Securities Fund
JPMorgan Securities Lending Money Market Fund
JPMorgan SmartRetirement 2065 Fund
JPMorgan SmartRetirement Blend 2015 Fund
JPMorgan SmartRetirement Blend 2065 Fund
JPMorgan SmartSpending 2020 Fund (liquidated on April 25, 2022)
JPMorgan Ultra-Short Municipal Fund
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SCHEDULE E
Amended Fee Schedule
Custody Fees
Safekeeping and Straight-Through Processing (STP) Transactions
Safekeeping: Basis point fees apply to assets that a Fund has instructed the Bank to hold or reflect on its custody systems.
STP Transactions: STP fees are applied to all security transactions (including receives and delivers, both vs payment and free of payment, trade cancellations, and trade amendments), effected during the billing period via electronic trade instructions received by the Bank, which enable straight-through processing.
| Location of Settlement |
Safekeeping | STP Transactions | ||||||
| Basis Point Fee | STP Fee | |||||||
| Argentina |
15.00 | 40.00 | ||||||
| Australia |
1.00 | 18.00 | ||||||
| Austria |
1.50 | 20.00 | ||||||
| Bahrain |
30.00 | 80.00 | ||||||
| Bangladesh |
30.00 | 80.00 | ||||||
| Belgium |
0.95 | 15.00 | ||||||
| Bermuda |
15.00 | 45.00 | ||||||
| Botswana |
30.00 | 80.00 | ||||||
| Brazil |
5.50 | 25.00 | ||||||
| Bulgaria |
30.00 | 75.00 | ||||||
| Canada |
0.90 | 10.00 | ||||||
| Chile |
16.00 | 45.00 | ||||||
| China1 |
10.00 | 45.00 | ||||||
| Clearstream3 |
1.00 | 8.00 | ||||||
| Colombia |
30.00 | 65.00 | ||||||
| Croatia |
20.00 | 45.00 | ||||||
| Cyprus |
20.00 | 75.00 | ||||||
| Czech Republic |
12.00 | 35.00 | ||||||
| Denmark |
1.15 | 18.00 | ||||||
| Egypt |
15.00 | 45.00 | ||||||
| Estonia4 |
25.00 | 65.00 | ||||||
| Euroclear3 |
0.85 | 8.00 | ||||||
| Finland |
1.15 | 18.00 | ||||||
| France |
0.90 | 18.00 | ||||||
| Germany |
1.00 | 18.00 | ||||||
| Ghana |
25.00 | 80.00 | ||||||
| Greece |
5.00 | 35.00 | ||||||
| Hungary |
12.00 | 45.00 | ||||||
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| Location of Settlement |
Safekeeping | STP Transactions | ||||||
| Basis Point Fee | STP Fee | |||||||
| Iceland |
20.00 | 60.00 | ||||||
| Indonesia |
7.00 | 40.00 | ||||||
| Ireland |
1.50 | 18.00 | ||||||
| Israel |
16.00 | 45.00 | ||||||
| Italy |
1.25 | 20.00 | ||||||
| Jordan |
40.00 | 80.00 | ||||||
| Kazakhstan |
40.00 | 80.00 | ||||||
| Kenya |
30.00 | 80.00 | ||||||
| Kuwait |
35.00 | 80.00 | ||||||
| Latvia4 |
20.00 | 65.00 | ||||||
| Lithuania4 |
25.00 | 65.00 | ||||||
| Luxembourg |
2.50 | 25.00 | ||||||
| Malaysia |
5.00 | 25.00 | ||||||
| Mauritius |
30.00 | 80.00 | ||||||
| Mexico |
5.00 | 35.00 | ||||||
| Morocco |
30.00 | 75.00 | ||||||
| Namibia |
30.00 | 80.00 | ||||||
| Netherlands |
1.00 | 15.00 | ||||||
| New Zealand |
1.50 | 25.00 | ||||||
| Nigeria |
30.00 | 55.00 | ||||||
| Norway |
1.15 | 18.00 | ||||||
| Oman |
30.00 | 80.00 | ||||||
| Pakistan |
30.00 | 75.00 | ||||||
| Peru |
25.00 | 60.00 | ||||||
| Philippines |
7.00 | 35.00 | ||||||
| Poland |
9.00 | 45.00 | ||||||
| Portugal |
3.00 | 25.00 | ||||||
| Qatar |
35.00 | 80.00 | ||||||
| Romania |
30.00 | 75.00 | ||||||
| Russia |
13.00 | 45.00 | ||||||
| Saudi Arabia |
30.00 | 60.00 | ||||||
| Serbia |
25.00 | 85.00 | ||||||
| Singapore |
2.50 | 30.00 | ||||||
| Slovak Republic |
20.00 | 50.00 | ||||||
| Slovenia |
25.00 | 50.00 | ||||||
| South Africa |
3.50 | 20.00 | ||||||
| Spain |
1.00 | 20.00 | ||||||
| Sri Lanka |
20.00 | 65.00 | ||||||
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| Location of Settlement |
Safekeeping | STP Transactions | ||||||
| Basis Point Fee | STP Fee | |||||||
| Sweden |
1.15 | 18.00 | ||||||
| Switzerland |
1.00 | 20.00 | ||||||
| Tanzania |
30.00 | 80.00 | ||||||
| Thailand |
7.00 | 35.00 | ||||||
| Tunisia |
35.00 | 65.00 | ||||||
| Turkey |
8.00 | 35.00 | ||||||
| Ukraine |
30.00 | 80.00 | ||||||
| United Arab Emirates |
17.50 | 80.00 | ||||||
| United Kingdom |
0.15 | 8.00 | ||||||
| Uruguay |
30.00 | 65.00 | ||||||
| Vietnam |
25.00 | 65.00 | ||||||
| West African Economic & Monetary Union (Benin, Burkina Faso, Guinea-Bissau, Ivory Coast, Mali, Niger, Senegal, Togo) |
50.00 | 100.00 | ||||||
| Zambia |
30.00 | 80.00 | ||||||
| Zimbabwe |
30.00 | 80.00 | ||||||
Assets settled through ICSD which will be billed at separate rates. Please refer to table below3 :
| ICSD Settled/held : |
Safekeeping | |||
| Basis Point Fee |
||||
| Euroclear – United States |
0.50 | |||
| Location of Settlement |
Safekeeping Tiered Basis Point Fee |
STP Transactions |
||||||||||||||
| Tier I (bps) | Threshold I | Tier II (bps) |
STP Fee | |||||||||||||
| Hong Kong 2 |
1.35 | 6,000,000,000 | 1.10 | 25.00 | ||||||||||||
| India |
5.75 | 2,800,000,000 | 4.25 | 30.00 | ||||||||||||
| Japan |
0.85 | 2,000,000,000 | 0.75 | 8.00 | ||||||||||||
| South Korea |
4.50 | 1,500,000,000 | 3.00 | 15.00 | ||||||||||||
| Taiwan |
6.50 | 1,350,000,000 | 5.00 | 40.00 | ||||||||||||
| United States |
0.05 | 1,100,000,000,000 | 0.04 | 2.25 | ||||||||||||
Safekeeping and Straight-Through Processing (STP) Transactions – Notes and Methodologies
| • | Safekeeping: Fees are assessed on the basis of 30 calendar days per month over 360 days per calendar year (i.e. “30/360”). Basis point fees will be calculated by the Bank at the end of the relevant billing period using asset values on the last day of such billing period derived from data provided by the Bank’s selected pricing sources in accordance with the Bank’s pricing practices applied at its discretion. The Bank reserves the right, upon notice to Fund, to calculate basis point fees for the billing period based on the average asset value during the billing period rather than the asset value on the last day of the billing period taking into account factors such as whether the decrease in asset value was related to the sale of securities or changes in the market prices of securities. Tiered Safekeeping Basis Point Fees are assessed at the Relationship level. “Relationship” refers to all accounts of the Funds under the Principal Agreement(s). Tiered basis point rates apply to the market value of assets greater than the threshold of the prior tier up to the threshold of that rate’s respective tier. |
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| • | STP Transactions: STP fees will be assessed where the Bank receives authorized instructions in accordance with the terms of the Principal Agreement(s) in an electronic format that enables STP, when applicable. Trade instructions that require manual input or repair will incur surcharges as set forth herein. |
| • | To the extent the applicable market safekeeping fees are not stated herein, the Bank will assess a standard rate for the relevant market and/or service to be determined by the Bank. Assets settled through ICSD will be displayed on the invoice as a separate market naming convention from local markets. |
| 1 | Safekeeping and STP fees in China is based on the assumption that HSBC is the appointed sub-custodian in China. The Bank reserves the right, upon notification to Customer, to modify the fee should Customerdecide to use a different sub-custodian in China. |
| 2 | Safekeeping and STP fees in Hong Kong and China Connect will be consolidated under Hong Kong for purposes of billing invoices. |
| 3 | Bank local non-International Central Securities Depository (ICSD) issued assets that are settled and held through an ICSD on the basis of underlying local market safekeeping fees set forth within unless the market is listed in the table ‘ICSD Settled /held’, where separate rates set forth within this table for each market will apply. In markets with tiered safekeeping fees, local non-ICSD issued assets settled through ICSD will be tiered independently from non-Euroclear local market assets for purposes of determining the applicable safekeeping fee. Tiered Safekeeping Basis Point Fees are assessed at the Relationship level. “Relationship” refers to all accounts of the Funds under the Principal Agreement(s). |
| 4 | Luxembourg and All Baltic markets- Estonia, Latvia and Lithuania are supported via Clearstream in its capacity as an International Central Securities Depository (ICSD). |
Other Transaction Fees
The fees set forth in this section apply to Non-STP Transactions and other security transactions, such as record-keeping, inter-account transfers and repo transactions.
| Other Transaction Fees |
Fees | |||||
| Non-STP Surcharge – Repairs |
Per Transaction | 25.00 | ||||
| Manual Instruction Surcharge |
Per Transaction | 50.00 | ||||
| Physical Securities Transaction |
Per Transaction | 20.00 | ||||
| Record Keeping-Only Transaction Post |
Per Transaction | 5.00 | ||||
| Inter-account Transfer – Book-Entry Security |
Per Transaction Per Side | 2.50 | ||||
| Collateral Pledge |
Per Transaction | 2.20 | ||||
Other Transaction Fees – Notes and Methodologies
| • | Non-STP Surcharge – Repairs: includes corporate action instructions repaired by the Bank |
| • | Manual Instruction Surcharge: includes manual corporate action instruction submission |
Proxy Services
The fees set forth in this section apply where the Funds have opted in to the service, and vary by type of market and level of service provided.
Proxy Services – Fees
| Proxy Services |
Fees | |||||
| Standard Market |
Per Vote Per Account | 15.00 | ||||
| Complex Market |
Per Vote Per Account | 45.00 | ||||
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| Proxy – Standard markets | ||||||
| Australia | Japan | Pakistan | Uganda | |||
| Bahrain | Jordan | Philippines | Ukraine | |||
| Bangladesh | Kenya | Russia | United Kingdom | |||
| Bermuda | Kuwait | S. Africa | Vietnam | |||
| Botswana | Malawi | S. Korea | Zambia | |||
| Chile | Malaysia | Singapore | Zimbabwe | |||
| Colombia | Mauritius | Slovak Rep. | ||||
| Ghana | Mexico | Spain | ||||
| Hong Kong | Morocco | Sri Lanka | ||||
| India | Namibia | Taiwan | ||||
| Indonesia | New Zealand | Thailand | ||||
| Ireland | Nigeria | Tunisia | ||||
| Israel | Oman | U.A.E. |
| Proxy – Complex markets | ||||||
| Argentina | Czech Rep. | Hungary | Saudi Arabia | |||
| Austria | Denmark | Iceland | Serbia | |||
| Belgium | Egypt | Italy | Slovenia | |||
| Brazil | Euroclear | Kazakhstan | Portugal | |||
| Bulgaria | Finland | Netherlands | Sweden | |||
| China | France | Norway | Switzerland | |||
| Clearstream | XXXXX/FSO Proxy | Peru | Tanzania | |||
| Croatia | Germany | Poland | Turkey | |||
| Cyprus | Greece | Romania | ||||
Proxy Services – Notes and Methodologies
| • | Standard and Complex markets of settlement are defined as per the grid above and are subject to change at the Bank’s discretion. |
| • | Proxy Voting in Canada and United States will be free of charge. |
Custody Account Administration
The annual fees set forth in this section are for administration and maintenance of the account by the Bank.
Custody Account Administration – Fees
| Account Administration |
Fees | |||||
| Account Maintenance: Custody Collateral Control Account |
Per Open Account Per Annum | 1,900.00 | ||||
| Custody Account Maintenance |
Per Account Per Annum | 1,900.00 | ||||
Custody Account Administration – Notes and Methodologies
| • | Custody Collateral Control Account fee includes tri-party, re-insurance, and statutory deposit accounts. |
| • | Custody Account maintenance fee applicable only to collateral accounts supporting the Interfund Lending Program. |
| • | Per annum fees are assessed pro-rata on the basis of 30 calendar days per month over 360 days per year (i.e. “30/360”) for the relevant billing period. |
| • | Per account fees are assessed for each account open on the Bank’s custody systems irrespective of whether the account has any holdings or activity. |
Income and Redemption Processing
The fees set forth in this section are for processing of income and redemption events.
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Income and Redemption Processing – Fees
| Income and Redemption Processing |
Fees | |||||
| Income Processing: Book Entry |
Per Posting | 2.25 | ||||
| Income Processing: Physical |
Per Posting | 15.00 | ||||
| Redemptions: Book Entry |
Per Posting | 2.25 | ||||
| Redemptions: Physical |
Per Posting | 15.00 | ||||
Income and Redemption Processing – Notes and Methodologies
| • | Income processing includes principal paydowns, interest on fixed income securities and dividends on equities (cash and/or stock). |
| • | Redemptions include maturities and full or partial calls on fixed income securities. |
| • | Fees are assessed for income and redemption events for United States securities. The Bank may, at its discretion, also assess fees for income and redemption events for non-United States securities. |
Core Cash Services
The fees set forth in this section are for cash payment and receipt services.
| Core Cash Services |
Basis of fee |
Fees | ||||||||
| Standard | Complex | |||||||||
| Free Cash Wire |
Per Transaction | 3.50 | 3.50 | |||||||
| Inter-account Transfer |
Per Transaction Per Side | 2.50 | 2.50 | |||||||
| Core Cash Services |
Basis of fee |
Fees | ||||
| Checks |
Per Transaction | 25.00 | ||||
| Cash Instruction Repair Surcharge |
Per Transaction | 25.00 | ||||
| Manual Cash Instruction Surcharge |
Per Transaction | 50.00 | ||||
| CLS Wires |
Per Transaction Per Leg | 7.00 | ||||
| Core Cash Standard Currencies | ||||
| Australian Dollar (AUD) | Hungarian Forint (HUF) | Serbian Dinar (RSD) | ||
| British Pound (GBP) | Israeli New Shekel (ILS) | Singapore Dollar (SGD) | ||
| Bulgarian Lev (BGN) | Japanese Yen (JPY) | South African Rand (ZAR) | ||
| Canadian Dollar (CAD) | Jordanian Dinar (JOD) | South Korean Won (KRW) | ||
| Chinese Yuan (CNY) | Mexican Peso (MXN) | Swedish Krona (SEK) | ||
| Croatian Kuna (HRK) | New Zealand Dollar (NZD) | Swiss Francs (CHF) | ||
| Czech Koruna (CZK) | Norwegian Krone (NOK) | Turkish Lira (TRY) | ||
| Danish Krone (DKK) | Polish Zloty (PLN) | United Arab Emirates Dirham (AED) | ||
| Euro Dollar (EUR) | Qatari Rial (QAR) | US Dollar (USD) | ||
| Hong Kong Dollar (HKD) | Romanian Leu (XXX) | |||
| Core Cash Complex Currencies | ||||
| Argentine Peso (ARS) | Kazakhstani Tenge (KZT) | Saudi Riyal (SAR) | ||
| Bahraini Dinar (BHD) | Kenyan Shilling (KES) | Sri Lankan Rupee (LKR) | ||
| Bangladeshi Taka (BDT) | Kuwaiti Dinar (KWD) | Taiwan New Dollar (TWD) | ||
| Bermudan Dollar (BMD) | Malawian Kwacha (MWK) | Tanzanian Shilling (TZS) | ||
| Botswanan Pula (BWP) | Malaysian Ringgit (MYR) | Thai Baht (THB) | ||
| Brazilian Real (BRL) | Mauritian Rupee (MUR) | Tunisian Dinar (TND) | ||
| Chilean Peso (CLP) | Moroccan Dirham (MAD) | Ugandan Shilling (UGX) | ||
| Colombian Peso (COP) | Namibian Dollar (NAD) | Ukrainian Hryvnia (UAH) | ||
| Xxxxx Xxxxx Xxxxx (CRC) | Nigerian Naira (NGN) | Uruguayan Peso (UYU) | ||
| Egyptian Pound (EGP) | Omani Rial (OMR) | Vietnamese Dong (VND) | ||
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| Ghanaian Cedi (GHS) | Pakistani Rupee (PKR) | West African CFA Francs (XOF) | ||
| Icelandic Krona (ISK) | Peruvian Sol (PEN) | Zambian Kwacha (ZMW) | ||
| Indian Rupee (INR) | Philippine Peso (PHP) | Zimbabwean Dollar (ZWL) | ||
| Indonesian Rupiah (IDR) | Russian Xxxxx (RUB) |
Core Cash Services – Notes and Methodologies
| • | Manual Cash Instruction Surcharge: Cash instructions that require manual input will incur surcharge as set forth above. This fee will be assessed in addition to standard transaction charges for all faxed or free format SWIFT instructions sent to the Bank. |
| • | Cash Instruction Repair Surcharge: STP cash instructions that require amendment or repair by the Bank to enable the instructions to be processed will incur surcharge as set forth above. This fee will be assessed in addition to standard transaction charges. |
| • | Standard and Complex currencies are defined as per the grid above and are subject to change at Bank’s discretion. |
Custody Additional Notes and Methodologies
| • | Repurchase agreement (Repo) transactions will be assessed as follows: (1) Bilateral Repo: (a) STP Fees apply for each on-leg and off-leg DvP/RvP trade settlements; and (b) Repo Transaction Post fee applies for the maintenance of the repo position on the Bank’s system. (2) Triparty Repo: (a) a Repo Transaction Post fee applies for each on-leg and off-leg transaction; and (b) a Free Cash Wire Receipt or Payment fee applies for the on-leg and off-leg transactions. |
| • | Exchange-traded options will be assessed as follows: (1) a Record Keeping-Only Transaction Post fee applies for the option transaction. (2) a Collateral Pledge fee applies for the pledge/un-pledge of the underlying equity. |
| • | Time Deposits will be assessed as follows: (1) a Record Keeping-Only Transaction Post fee applies for each on-leg and off-leg transactions. (2) a Free Cash Wire Receipt or Payment fee applies for the on-leg and off-leg transactions. |
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Fund Accounting Services Fees
Fund Accounting Fee Per Complex (Month end Net Assets):
The basis point tiering structure is applied to aggregated total net assets of the Funds. The resulting total basis point fee is then prorated to each Fund based on their net assets as a proportion of the aggregated total net assets subject to a Fund level minimum fee (based upon month end net assets).
All Funds excluding Money Market Funds:
| Asset Tier |
Per Fund Complex Per Annum | |||
| From |
To | bps | ||
| 0 | 100,000,000,000 | 0.375 | ||
| 100,000,000,001 | 175,000,000,000 | 0.300 | ||
| 175,000,000,001 | 600,000,000,000 | 0.200 | ||
| >600,000,000,0001 | 0.150 | |||
Money Market Funds:
| Asset Tier |
Per Fund Complex Per Annum | |||
| From |
To | bps | ||
| 0 | 250,000,000,000 | 0.13 | ||
| >250,000,000,001 | 0.10 | |||
A cap on Fund Accounting fees for each Money Market Fund will be set at $1,400,000 per annum. The foregoing fee cap may be
adjusted annually during the term of this Fee Agreement upon the request of either party and the parties hereby agree to
negotiate diligently and in good faith any such adjustment.
Fund Accounting Fee– Notes and Methodologies
| • | Fee excludes customised NAV service requirements e.g. Non-standard NAV cut-off and deliveries. |
Fund Accounting Per Fund Minimums:
Minimum applied to each Fund:
| Minimum Fee (applied monthly) |
Per Fund Per Annum | |
| All Funds excluding Money Market Funds | 20,000.00 | |
| Money Market Funds | 15,000.00 |
Note: Fund minimums will be discounted by 50% for the first 6 months billing periods following the relationship/sub fund live date.
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Additional Fund Accounting Service Fees:
| Additional Fees |
Annual Fee | |||
| Hourly Money Market Amortized Cost NAVs | Per Fund | 5,000.00 | ||
| Floating NAV Fee | Per Fund | 100,000.00 | ||
| Daily Money Market NAV Calculation Fee | Per Fund | 15,000.00 | ||
| Share Class Fee (greater than 10) | Per Class | 2,000.00 | ||
ETF Fund Conversion Fee:
One-time fee applied to each Fund:
| Description |
One-time Fee | |
| Standard ETF Conversion | 15,000.00 |
ETF Conversion Support
| • | Transfer of the accounting records; inclusive of collapsing of share classes, converting mutual fund to ETF shares, and the creation of the ledger/ sub-ledgers to support the asset & liability balances |
| • | Loading of historical NAV, distribution, and market prices to produce NAV/Market returns on a going forward basis |
| • | Full piecing of the funds PnL from a fiscal/excise perspective in the first year of the newly created ETF operations |
Complex Asset Servicing Fees
Complex Asset Servicing
| OTC Valuation & Processing* |
Basis of Fee | Fee | ||
| Pricing Direct | Per position per day | 2.50 | ||
| Other Vendor | Per position per day | 4.50 | ||
| Non-Independent | Per position per day | 1.00 |
OTC Valuation & Processing: Source and validate valuations from approved vendors utilizing the Bank’s existing contractual relationships or received from fund manager/Customer/counterparty. Trade capture, lifecycle management, and processing of valuation and cash data into Bank’s accounting system. Reconciliation of positions to fund manager/Customer and counterparty/clearing broker. Calculation of cash flows or receipt of cash events from fund manager/Customer where relevant. Execution of Customer’s pricing hierarchy and management of valuation vendors.
*Pricing for Structured Products is not covered by the above rates.
| OTC Valuation Comparison |
Basis of Fee | Fee | ||
| Pricing Direct | Per position per day | 1.00 | ||
| Other Vendor | Per position per day | 3.00 | ||
| Non-Independent | Per position per day | 0.50 |
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OTC Valuation Comparison: Comparison between Bank Independent OTC valuation and an agreed secondary OTC valuation. Reporting of reconciliation results to be made available to a Fund.
| Service |
Description |
Basis of Fee |
Fee | |||
| Manual Trade Processing | Trade instructions requiring manual intervention such as fax or email transmitted instructions | Per trade | 50.00 | |||
| CFD Processing | Process CFD components: Income, corporate actions, and financing. Capture of settlement activity & realisation of cash within the fund. Reconciliation to prime broker. | Per position per month | 12.00 | |||
| Bank Loan Position Fee | Trade capture & maintenance on Loan recordkeeping system. Process lifecycle events & cash flows from loan agent and collect and store agent bank notices. Reconcile daily to separate fund cash account and monthly position to Agent Bank. Calculate and post accruals to Fund & price assets. | Per position per annum | 500.00 |
Complex Asset Servicing – Notes and Methodologies
| • | Per month and per annum charges will be calculated by the Bank based on the number of unique positions, held or reflected per account, on the last day of the month as reflected on the Bank’s systems. |
| • | Per annum fees are assessed on the basis of 30 calendar days per month over 360 days per calendar year (i.e. “30/360”). |
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Agreement & Acknowledgement
| A. | Fees and Expenses. |
| • | Fees. Bank will present invoices monthly in arrears. Fees included in this Amendment are based upon information provided by Customer, and where necessary, assumptions that Bank believes to be reasonable are applied. All amounts set forth in this Amendment are quoted in U.S. Dollars. |
| • | Expenses. Bank may charge you for additional out-of-pocket expenses it incurs in the course of providing the Services. Such out-of-pocket expenses may include, but are not limited to, late instruction/settlement fees, local market account opening fees, taxes, issuer fees, legal fees, translation fees, tax reclaim filing fees and/or travel expenses. |
| B. | AutoFX. For pricing in respect of foreign exchange activity via Bank’s custody FX platform, AutoFX, please refer to the separate pricing letter which will be provided to you in the event that Bank provides this service to you. |
| C. | FX Conversion. Where costs are incurred in a currency other than your invoice base currency, or costs are based on a valuation of any of your securities in a currency other than your invoice base currency, Bank will perform a foreign exchange calculation to determine such costs payable by you. Such calculation will typically use the WM/Reuters spot rate (“Benchmark Rate”) for the relevant currency pair published at 4:00pm London time on the last business day of each calendar month for which you will be invoiced. However, the Benchmark Rate used in such calculation may change from time to time and Bank will notify you of such rate change. |
| D. | New Markets or Services. To the extent Customer engages in a market or utilizes a service where fees are not stated in this Amendment, Bank will assess a standard rate for the relevant market or service to be determined by Bank, unless an alternative pricing arrangement is agreed in writing between Customer and Bank. The relevant rate will be assessed commencing at the time the market or service is first engaged or utilized. Resultant charge will be detailed within Customer’s invoice and the Amendment will be deemed to include the rate for such market and/or service. |
| E. | Overdrafts. In the event that Bank, in its sole discretion, provides an overdraft to Customer, Bank will charge interest at a rate to be determined by Bank. For foreign overdrafts, including USD held offshore, overdraft rates vary by currency and by day, depending largely on market liquidity and prevailing overnight rates. For domestic overdrafts, the overdraft rate is Effective Fed Funds + 150bps. |
| F. | Earnings Credit Rate. In the event that Bank, in its sole discretion, provides an Earnings Credit Rate program to Customer, and the application of the Earnings Credit Rate program results in a positive number or Earnings Credit, the Earnings Credit may be used to offset fees accrued in Customer’s account during the billing period, up to the amount of the Earnings Credit. Unused Earnings Credits are carried over from month to month during a calendar year and expire at the end of each calendar year. Unused Earnings Credits may not be applied to prior billing periods and cannot be converted into interest. Customer should continuously monitor and adjust balances to ensure optimal use of available Earnings Credits by year-end. |
| G. | Customized Products. Any customized technology projects required to meet Customer’s specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is agreed in writing between Customer and Bank. |
| H. | Inflation Clause. Bank will increase service fees set forth in the Fee Agreement and any subsequent fee amendments after the anniversary of the effective date of this Fee Agreement and annually thereafter by the U.S. Consumer Price Index (“US CPI”) rate for the most recent year end. For the avoidance of doubt Bank shall not be obliged to reflect a negative US CPI rate. Service fees that use asset values in the fee calculation would not be subject to the rate increase, nor would expenses including but not limited to Out of Pockets. |
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