FIRST AMENDMENT TO THE DOUBLELINE OPPORTUNISTIC CREDIT FUND AMENDED AND RESTATED CUSTODY AGREEMENT
Exhibit (j)(2)
FIRST AMENDMENT TO THE
DOUBLELINE OPPORTUNISTIC CREDIT FUND
AMENDED AND RESTATED CUSTODY AGREEMENT
This First Amendment, dated as of the last date on the signature page hereto, to the Amended and Restated Custody Agreement dated December 6, 2019 (the “Agreement”), is entered into by and between DOUBLELINE OPPORTUNISTIC CREDIT FUND, a Massachusetts trust (the “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
WHEREAS, the parties have entered into the Agreement;
WHEREAS, the Fund and the Custodian desire to amend the fee schedule of the Agreement; and
WHEREAS, Article XV, Section 15.2 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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 last date written below.
| DOUBLELINE OPPORTUNISTIC CREDIT FUND | U.S. BANK NATIONAL ASSOCIATION | |||||||
| By: | /s/ Xxxxxx Xxxxxx |
|
By: | /s/ Xxxxx Xxxxxxxxx | ||||
| Name: | Xxxxxx Xxxxxx |
|
Name: | Xxxxx Xxxxxxxxx | ||||
| Title: | President |
|
Title: | Senior Vice President | ||||
| Date: | September 3, 2020 |
|
Date: | September 3, 2020 | ||||
EXHIBIT C
| DOUBLELINE OPPORTUNISTIC CREDIT FUND ANNUAL FEE SCHEDULE at September 2020 |
Annual Fee Based Upon Average Total Managed Assets Per Fund
2 basis points on average total managed assets (based on the comprehensive services provided to the Fund by Custodian and/or its affiliates in addition to Domestic Custody)
Portfolio Transaction Fees
$4.00 /book entry DTC transaction/Federal Reserve transaction/principal paydown
$7.00 /U.S. Bank repurchase agreement transaction
$6.00 /short sale
$8.00 /option/future contract written, exercised or expired
$15.00 /mutual fund trade/Fed wire/margin variation Fed wire
$50.00 /physical security transaction
$5.00 /disbursement (waived if U.S. Bancorp is Administrator)
$150.00 /segregated account per year
| ◾ | A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. |
| ◾ | No charge for the initial conversion free receipt. |
| ◾ | Overdrafts – charged to the account at prime interest rate plus 2. |
Miscellaneous Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.
Fees are billed monthly.
| Exhibit C (Continued) DOUBLELINE OPPORTUNISTIC CREDIT FUND GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE | ||||||||||||||||
| Country | Instrument | Safekeeping (BPS) |
Transaction Fee |
Country | Instrument | Safekeeping (BPS) |
Transaction Fee | |||||||||
| Argentina | All | 12.00 | $32 | Lebanon | All | 20.00 | $72 | |||||||||
| Australia | All | 1.00 | $15 | Lithuania | All | 16.00 | $40 | |||||||||
| Austria | All | 1.70 | $17 | Luxembourg | All | 3.20 | $25 | |||||||||
| Bahrain | All | 40.00 | $112 | Malaysia | All | 2.90 | $39 | |||||||||
| Bangladesh | All | 32.00 | $120 | Mali* | All | 32.00 | $124 | |||||||||
| Belgium | All | 1.20 | $22 | Malta | All | 17.60 | $60 | |||||||||
| Benin* | All | 32.00 | $124 | Mauritius | All | 24.00 | $80 | |||||||||
| Bermuda | All | 12.00 | $48 | Mexico | All | 1.50 | $10 | |||||||||
| Botswana | All | 20.00 | $40 | Morocco | All | 28.00 | $80 | |||||||||
| Brazil | All | 7.20 | $17 | Namibia | All | 24.00 | $40 | |||||||||
| Bulgaria | All | 32.00 | $64 | Netherlands | All | 1.50 | $12 | |||||||||
| Burkina Faso* | All | 32.00 | $124 | New Zealand | All | 2.00 | $26 | |||||||||
| Canada | All | 1.00 | $6 | Niger* | All | 32.00 | $124 | |||||||||
| Cayman Islands* | All | 0.80 | $8 | Nigeria | All | 24.00 | $40 | |||||||||
| Channel Islands* | All | 1.20 | $20 | Norway | All | 1.50 | $22 | |||||||||
| Chile | All | 16.00 | $48 | Oman | All | 40.00 | $112 | |||||||||
| China“A” Shares | All | 9.60 | $42 | Pakistan | All | 24.00 | $80 | |||||||||
| China“B” Shares | All | 9.60 | $42 | Peru | All | 35.00 | $85 | |||||||||
| Columbia | All | 32.00 | $80 | Philippines | All | 3.90 | $36 | |||||||||
| Costa Rica | All | 12.00 | $48 | Poland | All | 12.00 | $24 | |||||||||
| Croatia | All | 28.00 | $52 | Portugal | All | 4.80 | $39 | |||||||||
| Cyprus* | All | 12.00 | $45 | Qatar | All | 36.00 | $112 | |||||||||
| Czech Republic | All | 9.60 | $24 | Romania | All | 28.00 | $80 | |||||||||
| Denmark | All | 1.50 | $24 | Russia | Equities/Bonds | 30.00 | $165 | |||||||||
| Ecuador | All | 28.00 | $52 | Russia | MINFINs | 12.00 | $40 | |||||||||
| Egypt | All | 25.60 | $64 | Senegal* | All | 32.00 | $124 | |||||||||
| Estonia | All | 5.60 | $20 | Singapore | All | 1.50 | $20 | |||||||||
| Euromarkets(3) | All | 1.00 | $4 | Slovak Republic | All | 20.00 | $88 | |||||||||
| Finland | All | 2.40 | $22 | Slovenia | All | 20.00 | $88 | |||||||||
| France | All | 1.00 | $15 | South Africa | All | 1.50 | $8 | |||||||||
| Germany | All | 1.00 | $15 | South Korea | All | 4.80 | $10 | |||||||||
| Ghana | All | 20.00 | $40 | Spain | All | 1.00 | $15 | |||||||||
| Greece | All | 7.20 | $33 | Sri Lanka | All | 12.00 | $48 | |||||||||
| Guinea Bissau* | All | 40.00 | $124 | Swaziland | All | 24.00 | $40 | |||||||||
| Hong Kong | All | 2.00 | $25 | Sweden | All | 1.00 | $22 | |||||||||
| Hungary | All | 20.00 | $60 | Switzerland | All | 1.00 | $24 | |||||||||
| Iceland | All | 12.00 | $45 | Taiwan | All | 12.00 | $64 | |||||||||
| India | All | 8.00 | $84 | Thailand | All | 2.90 | $22 | |||||||||
| Indonesia | All | 5.80 | $68 | Togo* | All | 32.00 | $124 | |||||||||
| Ireland | All | 1.50 | $15 | Trinidad & Tobago* | All | 24.00 | $52 | |||||||||
| Israel | All | 9.60 | $29 | Tunisia | All | 32.00 | $36 | |||||||||
| Italy | All | 1.50 | $24 | Turkey | All | 9.60 | $10 | |||||||||
| Ivory Coast | All | 32.00 | $124 | UAE | All | 36.00 | $104 | |||||||||
| Jamaica* | All | 28.00 | $40 | United Kingdom | All | 1.00 | $5 | |||||||||
| Japan | All | 1.00 | $8 | Ukraine | All | 19.20 | $29 | |||||||||
| Jordan | All | 32.00 | $100 | Uruguay | All | 40.00 | $52 | |||||||||
| Kazakhstan | All | 48.00 | $120 | Venezuela | All | 32.00 | $100 | |||||||||
| Kenya | All | 24.00 | $40 | Vietnam* | All | 32.00 | $104 | |||||||||
| Latvia | Equities | 12.00 | $60 | Zambia | All | 24.00 | $40 | |||||||||
| Latvia | Bonds | 20.00 | $72 | |||||||||||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
| ◾ | 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). |
| ◾ | For all other markets specified above, surcharges may apply if a security is held outside of the local market. |
Straight Through Processing – fees waived.
Cash Transactions:
| ◾ | 3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $50. |
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 $50 per claim.
Miscellaneous Expenses
| ◾ | Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, 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. |
Exhibit C (continued) to the Amended & Restated Custody Agreement
| Schedule of Fees at September 2020 for Services as
Bank Loan Custodian - DoubleLine Funds |
| Initial Acceptance Fee per Custodial Account: Covers the complete review of all the transaction agreements, establishment of the collateral database and report development. Payable at closing. |
$1,000.00 | |
| Annual Administration Fee: Compensation for the duties of custodian, collateral administrator and all other administrative and reporting functions under the documents. The fee is based on the quoted basis points times the simple average of the par value of the Collateral on the first and the last day of the Period. This schedule assumes that the custodial accounts will be invested in a U.S. Bank offered permitted investment as defined within the documents. Fee to be paid quarterly in arrears based on the actual number of days in the Period.
This schedule assumes a minimum annual administration fee of $5,000. |
2.00 Basis Points | |
| Loan Pricing: Compensation for monthly pricing of loan positions. Fee payable monthly. |
$14.00 per loan
(Monthly) | |
| Out-of-Pocket Expenses: Includes all related expenses, including but not limited to: postage, travel, counsel fees and disbursements. Payable at closing. |
AT COST | |
