FUND ADMINISTRATION SERVICING AGREEMENT
SECOND AMENDMENT TO THE
THIS AMENDMENT, dated
as of 11th of December, 2017, to the Fund Administration Servicing Agreement dated as of November 3, 2014, as amended (the “Agreement”), is entered into by and between XXXXXX/XXXXXX HIGH INCOME EQUITY FUND, a Delaware statutory trust (the “Fund”) 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 and update the fees of the Agreement; and
WHEREAS, Section 11
of the Agreement allows for an amendment by a written instrument executed by both parties.
NOW, THEREFORE, the
parties agree as follows:
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1.
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Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
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2.
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All references to “out of pocket expenses” in the Agreement are replaced with “miscellaneous expenses”.
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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 first written above.
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XXXXXX/XXXXXX HIGH INCOME EQUITY FUND
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxx Xxxxxxx
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By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxx Xxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: EVP, COO, Secretary
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Title: Senior Vice President
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Exhibit A to the Fund Administration Servicing Agreement
Fund Administration & Fund Accounting Services Fee Schedule at December,
2017
Xxxxxx/Xxxxxx High Income Equity Fund
Fund Administration &
Fund Accounting Fee Based Upon Average Net Assets Per Fund*
[…] basis points on the first $[…] million
[…] basis points on the next $[…] million
[…] basis points on the balance above $[…] million
Minimum annual fee: $[…] per portfolio
NOTE: Conversion, multiple classes, master/feeder and multiple manager funds, and extraordinary services quoted separately.
Services Included in Annual Fee Per Fund
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Advisor Information Source – On-line access to portfolio management and compliance information.
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Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
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Chief Compliance Officer Support Fee (Fund
Complex)*
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$[…] /year per service
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Pricing Services**
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$[…]- Domestic Equities, Options, ADRs
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$[…]- Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards,
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Currency Rates, Mortgage Backed Securities
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$[…]- CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency
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Bonds, Asset Backed Securities, High Yield Bonds
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$[…]- Bank Loans
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$[…]- Credit Default Swaps
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$[…]- Swaptions, Index Swaps
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$[…]- Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
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$[…] /Month Manual Security Pricing (>10/day)
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Corporate Action Services
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$[…]/Foreign Equity Security per Month for Corporate Action Service
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$[…]/Domestic Equity Security per Month for Corporate Action Service
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Fair Value Services (Charged at the Complex
Level)**
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$[…] on the First 100 Securities
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$[…] 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.
Miscellaneous Expenses
All other miscellaneous fees and expenses, Including but not limited to the following, will be separately billed as incurred: 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).
Additional Services
Additional services not included above shall be mutually agreed upon and documented on the Additional Services fee schedule: 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.
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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, Milwaukee MSA.
** Per security per fund per pricing day.
Fees are calculated pro rata and billed monthly.
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Exhibit A to the Fund Administration & Compliance Portfolio Services
Supplemental Services Fee Schedule at December, 2017
Supplemental Services Fee Schedule at December, 2017
Additional Legal Administration Services
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Subsequent new fund launch – $15,000 per project
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Subsequent new share class launch – $10,000 per project
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Multi-managed funds – as negotiated based upon specific requirements
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Proxy – as negotiated based upon specific requirements
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Annual legal update– $15,000 per project
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Daily Compliance Services (Xxxxxxx River)
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Base fee – $20,000 per fund per year
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Setup – $2,500 per fund group
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Section 18 Compliance Testing
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$1,500 set up fee per fund complex
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$500 per fund per month
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Section 15(c) Reporting
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$2,000 per fund per report – first class
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$600 per additional class report
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Equity & Fixed Income Attribution
Reporting
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Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
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BookMark Electronic Board Book Portal
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USBFS will establish a central, secure portal for Board materials using a unique client board URL.
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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.
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Ability to make personal comments.
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Annual Fee per Trust
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0 - 10 users - $4,800
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10 - 20 users - $6,000
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20 - 30 users - $7,000
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30 - 40 users - $8,000
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