HENNESSY FUNDS TRUST SIXTH AMENDMENT TO THE CUSTODY AGREEMENT
Exhibit (g)(2)
XXXXXXXX FUNDS TRUST
SIXTH AMENDMENT TO THE
THIS SIXTH AMENDMENT, effective as
of November 1, 2022 (the “Effective Date”), to the Custody Agreement, dated as of July 1, 2005, as amended (the “Agreement”), is entered into by and between XXXXXXXX FUNDS TRUST, a Delaware statutory trust
(the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association (the “Custodian”).
RECITALS
WHEREAS, the Company and the
Custodian are parties to the Agreement;
WHEREAS, the parties desire to amend
the Agreement in order to (1) add the Xxxxxxxx Stance ESG Large Cap ETF as of the date the assets of the Stance Equity ESG Large Cap Core ETF are reorganized into the Xxxxxxxx Stance ESG Large Cap ETF (which is currently anticipated to be
December 19, 2022); (2) amend the fees to the Agreement; and (3) amend the term of the Agreement; and
WHEREAS, Section 14.2 of the
Agreement allows for its amendment by a written instrument executed by both the Company and the Custodian.
AGREEMENT
NOW, THEREFORE, the Company and the
Custodian agree as follows:
|
1.
|
The first sentence of Article VII of the Agreement is hereby superseded and replaced in its entirety with the following:
|
The Custodian shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on
Exhibit D or Exhibit D‑1 hereto (as amended from time to time), with the applicable fee schedule being designated in Exhibit C (as amended from time to time).
|
2.
|
Section 13.1 of the Agreement is hereby superseded and replaced in its entirety with the following:
|
13.1 Effective Period. This Agreement shall
become effective as of November 1, 2022, and will continue in effect until October 31, 2023 (the “Initial Term”). Thereafter, this Agreement shall continue in effect automatically as to each Fund until terminated by the parties in accordance with its
terms.
1
|
3.
|
Section 13.2 of the Agreement is hereby superseded and replaced in its entirety with the following:
|
13.2 Termination. Following the Initial Term,
this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any
party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of written notice of such breach to the breaching party. In addition, the Company may, at any time, immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
|
4.
|
The existing Amended Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.
|
|
5.
|
The fee schedule applicable to exchange‑traded funds is hereby added to the Agreement and attached hereto as Exhibit D-1.
|
|
6.
|
The existing Amended Exhibit D of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit D attached hereto.
|
|
7.
|
The parties anticipate that the assets of the Stance Equity ESG Large Cap Core ETF will be reorganized into the Xxxxxxxx Stance ESG Large Cap ETF
effective as of December 19, 2022.
|
|
8.
|
Except to the extent amended by this Amendment, the Agreement remains in full force and effect.
|
IN WITNESS WHEREOF, the parties have
each caused this Amendment to be executed by a duly authorized officer as of the Effective Date.
|
XXXXXXXX FUNDS TRUST
|
U.S. BANK NATIONAL ASSOCIATION
|
||||
| By: | /s/ Xxxxxx X. Xxxxxx | By: | /s/ Xxxxxxx Xxxxxx | ||
| Name: | Xxxxxx X. Xxxxxx | Name: | Xxxxxxx Xxxxxx | ||
| Title: | Executive Vice President | Title: | Sr. Vice President | ||
2
Amended Exhibit C to the Custody Agreement
Fund Names
Separate Series of Xxxxxxxx Funds Trust
|
Name of Series
|
Applicable Fee Schedule
|
|
Xxxxxxxx Cornerstone Growth Fund
|
Exhibit X
|
|
Xxxxxxxx Focus Fund
|
Exhibit X
|
|
Xxxxxxxx Cornerstone Mid Cap 30 Fund
|
Exhibit X
|
|
Xxxxxxxx Cornerstone Large Growth Fund
|
Exhibit X
|
|
Xxxxxxxx Cornerstone Value Fund
|
Exhibit X
|
|
Xxxxxxxx Total Return Fund
|
Exhibit X
|
|
Xxxxxxxx Equity and Income Fund
|
Exhibit X
|
|
Xxxxxxxx Balanced Fund
|
Exhibit X
|
|
Xxxxxxxx Energy Transition Fund
|
Exhibit X
|
|
Xxxxxxxx Midstream Fund
|
Exhibit X
|
|
Xxxxxxxx Gas Utility Fund
|
Exhibit X
|
|
Xxxxxxxx Japan Fund
|
Exhibit X
|
|
Xxxxxxxx Japan Small Cap Fund
|
Exhibit X
|
|
Xxxxxxxx Large Cap Financial Fund
|
Exhibit X
|
|
Xxxxxxxx Small Cap Financial Fund
|
Exhibit X
|
|
Xxxxxxxx Technology Fund
|
Exhibit X
|
|
Xxxxxxxx Stance ESG Large Cap ETF
(anticipated to commence operations on
December 19, 2022)
|
Exhibit D-1
|
Exhibit C, Page 1
Amended Exhibit B to the Fund Administration Servicing Agreement
Amended Exhibit B to the Fund Accounting Servicing Agreement
Amended Exhibit C to the Transfer Agency Servicing Agreement
Amended Exhibit D to the Custody Agreement
Combined Fund Administration, Fund Accounting, Transfer Agent, and
Custody Services Fee Schedule effective November 1, 20221 –
Mutual Funds
Annual fee schedule detailed below applies to the following Xxxxxxxx Funds (the “Mutual Funds”):
Xxxxxxxx Cornerstone Growth Fund
Xxxxxxxx Focus Fund
Xxxxxxxx Cornerstone Mid Cap 30 Fund
Xxxxxxxx Cornerstone Large Growth Fund
Xxxxxxxx Cornerstone Value Fund
Xxxxxxxx Total Return Fund
Xxxxxxxx Equity and Income Fund
Xxxxxxxx Balanced Fund
Xxxxxxxx Energy Transition Fund
Xxxxxxxx Midstream Fund
Xxxxxxxx Gas Utility Fund
Xxxxxxxx Small Cap Financial Fund
Xxxxxxxx Large Cap Financial Fund
Xxxxxxxx Technology Fund
Xxxxxxxx Japan Fund
Xxxxxxxx Japan Small Cap Fund
Annual fee schedule based upon the aggregate net assets of the Mutual Funds:
10 basis points on all net assets up to $2 billion
7 basis points on the next $2 billion of net assets
6 basis points on the next $2 billion of net assets
5 basis points on the next $1 billion of net assets
4 basis points on the next $3 billion of net assets
3 basis points on net assets greater than $10 billion
Minimum annual fee across all Mutual Funds: $37,500 per Fund multiplied by the number of Mutual Funds
SEC Modernization Fees:
$12,000 per year per Mutual Fund.
$250 per year per Mutual Fund.
Fee waiver in place for the period of August 1, 2022, through July 31, 2025 (or earlier termination of the
Agreement), as follows:
100% waiver of all fees for the following Mutual Funds:
Xxxxxxxx Energy Transition Fund
Xxxxxxxx Midstream Fund
Xxxxxxxx Technology Fund
| 1 |
This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust for Mutual Funds pursuant to the Fund Administration Servicing
Agreement, the Fund Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust for Mutual Funds pursuant to the Custody Agreement.
|
Exhibit D, Page 1
*With respect to each of these three Mutual Funds individually, the fee waiver will not apply at any time that the net assets of such
Mutual Fund exceed $125 million.
Extraordinary services – quoted separately
Fees are billed monthly
Annual fee includes all fund expenses, excluding extraordinary expenses, related to the agreements indicated above.
Exhibit D, Page 2
Exhibit D-1 to the Custody Agreement
Custody Fee Schedule effective November 1, 2022 –
ETFs
Fee Schedule for ETF Series added to Xxxxxxxx Funds Trust
The following are the fees where Xxxxxxxx Advisors, Inc. (the “Adviser”) acts as investment adviser to an exchange‑traded fund that is a series of Xxxxxxxx
Funds Trust. The parties acknowledge that the fees for the Xxxxxxxx Stance ESG Large Cap ETF will not begin to accrue until the date the assets of the Stance Equity ESG Large Cap Core ETF are reorganized into the Xxxxxxxx Stance ESG Large Cap ETF
(which is currently anticipated to be December 19, 2022).
Fees for ETF Custody Services
See Appendix C for Services and Associated Fees
See Appendix D for Global Sub-Custodial Services and
Associated
APPENDIX C
Custody Services
Portfolio Transaction Fees
|
◾
|
$4.00 – Book entry DTC transaction, Federal Reserve transaction, principal paydown
|
|
◾
|
$7.00 – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
|
|
◾
|
$8.00 – Option/SWAPS/future contract written, exercised or expired
|
|
◾
|
$15.00 – Mutual fund trade, Margin Variation Wire and outbound Fed wire
|
|
◾
|
$50.00 – Physical security transaction
|
|
◾
|
$5.00 – Check disbursement (waived if U.S. Bancorp is Administrator)
|
|
◾
|
$20 Manual instructions fee. (Additional Per Securities and Cash Transactions)
|
|
◾
|
$20 Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)
|
|
◾
|
$6.5 Per Non-USD wire.
|
|
◾
|
$30 Per Non-FX Executed at U.S. Bank
|
|
◾
|
$25 Monthly charge on zero valued securities (Per ISIN)
|
|
◾
|
$20 Per Proxy Vote cast.
|
|
◾
|
$25 Dormant account fee (one year no activity)
|
A transaction is defined as any purchase/sale, free receipt/free delivery, maturity, tender or exchange of a security.
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the
safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.
Additional Services
|
◾
|
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
|
|
◾
|
$600 per custody sub – account per year (e.g., per sub–adviser, segregated account, etc.).
|
|
◾
|
Class Action Services – $25 filing fee per class action per account, plus 3% of gross proceeds, up to a maximum per recovery not to exceed $3,000.
|
|
◾
|
No charge for the initial conversion free receipt.
|
|
◾
|
Overdrafts – charged to the account at prime interest rate plus 2%, unless a line of credit is in place.
|
|
◾
|
Third Party lending - Additional fees will apply.
|
Exhibit D-1, Page 1
APPENDIX D
Additional Global Sub-Custodial Services Annual Fee Schedule
Global Custody Base Fee
A monthly global custody base fee of $500 per fund will apply when foreign securities are held. If no global assets are held within a given month, the
monthly global custody base fee will not apply for that month. In addition, the follow may apply. Safekeeping and transaction fees are assessed on security and currency transactions.
Plus: Global Custody Transaction Fees1
Global Custody transaction fees associated with Sponsor Trades. (See schedule below)
|
◾
|
A transaction is defined as any purchase/sale, free receipt/free delivery, maturity, tender or exchange of a security.
|
| 1 |
“Sponsor trades” are defined as any trades put through the portfolio, on behalf of the fund by any portfolio manager/sub advisor and their affiliates authorized by the
Board of Trustees to act on behalf of the fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”
|
Global Safekeeping and Transaction Fees
(See schedule below)
Global Custody Tax Reclamation Services:
|
◾
|
Global Filing: $500 per annum
|
|
◾
|
U.S. Domestic Filing: $250 per annum (Only ADRs)
|
|
◾
|
Any client who does not elect for tax services (and does them themselves, would be charged an out of pocket expense per the normal process).
|
Miscellaneous Expenses
|
◾
|
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, 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, recurring
administration fees, negative interest charges, overdraft charges 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 miscellaneous 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 D-1, Page 2
Additional Global Sub-Custodial Services Annual Fee Schedule
|
Country
|
Safekeeping
(BPS)
|
Transaction
fee
|
Country
|
Safekeeping
(BPS)
|
Transaction
fee
|
Country
|
Safekeeping
(BPS) |
Transaction
fee
|
||
|
Argentina
|
18.00
|
$30
|
Hong Kong
|
1.75
|
$18
|
Poland
|
8.00
|
$25
|
||
|
Australia
|
1.50
|
$15
|
Hungary
|
18.00
|
$55
|
Portugal
|
3.00
|
$10
|
||
|
Austria
|
1.70
|
$12
|
Iceland
|
15.00
|
$48
|
Qatar
|
38.00
|
$115
|
||
|
Bahrain
|
42.00
|
$115
|
India
|
7.00
|
$40
|
Romania
|
30.00
|
$85
|
||
|
Bangladesh
|
18.00
|
$110
|
Indonesia
|
6.00
|
$52
|
Russia
|
12.00
|
$175
|
||
|
Belgium
|
1.00
|
$8
|
Ireland
|
1.00
|
$3
|
Saudi Arabia
|
30.00
|
$75
|
||
|
Bermuda
|
15.00
|
$55
|
Israel
|
10.00
|
$26
|
Serbia
|
60.00
|
$165
|
||
|
Botswana
|
24.00
|
$45
|
Italy
|
1.00
|
$10
|
Singapore
|
1.35
|
$22
|
||
|
Brazil
|
7.00
|
$15
|
Japan
|
1.00
|
$6
|
Slovakia
|
20.00
|
$90
|
||
|
Bulgaria
|
24.00
|
$68
|
Jordan
|
40.00
|
$125
|
Slovenia
|
20.00
|
$90
|
||
|
Canada
|
1.20
|
$6
|
Kenya
|
28.00
|
$42
|
South Africa
|
1.75
|
$12
|
||
|
Chile
|
13.00
|
$40
|
Kuwait
|
38.00
|
$110
|
South Korea
|
3.00
|
$12
|
||
|
China
Connect
|
18.00
|
$20
|
Latvia
|
15.00
|
$65
|
Spain
|
1.00
|
$10
|
||
|
China
(B Shares)
|
10.00
|
$42
|
Lithuania
|
15.00
|
$45
|
Sri Lanka
|
11.00
|
$70
|
||
|
Colombia
|
30.00
|
$50
|
Luxembourg
|
1.25
|
$20
|
Sweden
|
1.25
|
$10
|
||
|
Costa Rica
|
15.00
|
$55
|
Malaysia
|
3.00
|
$35
|
Switzerland
|
1.25
|
$12
|
||
|
Croatia
|
18.00
|
$55
|
Malta
|
20.00
|
65
|
Taiwan
|
8.00
|
$43
|
||
|
Cyprus
|
4.00
|
$20
|
Mauritius
|
28.00
|
$90
|
Tanzania
|
45.00
|
$150
|
||
|
Czech
Republic
|
12.00
|
$25
|
Mexico
|
2.50
|
$12
|
Thailand
|
3.00
|
$25
|
||
|
Denmark
|
1.25
|
$10
|
Morocco
|
28.00
|
$68
|
Tunisia
|
38.00
|
$42
|
||
|
Egypt
|
18.00
|
$50
|
Namibia
|
30.00
|
$45
|
Turkey
|
9.00
|
$12
|
||
|
Estonia
|
6.00
|
$25
|
Netherlands
|
1.25
|
$8
|
UAE
|
35.00
|
$105
|
||
|
Eswatini
|
28.00
|
$55
|
New Zealand
|
1.50
|
$22
|
Uganda
|
40.00
|
$90
|
||
|
Euroclear
(Eurobonds) |
1.00
|
$10
|
Nigeria
|
28.00
|
$38
|
Ukraine
|
30.00
|
$50
|
||
|
Euroclear
(Non-Eurobonds) |
Rates are
available
upon request
|
Rates are
available
upon request
|
Norway
|
1.25
|
$10
|
United
Kingdom
|
1.00
|
$3
|
||
|
Finland
|
1.50
|
$10
|
Oman
|
42.00
|
$100
|
Uruguay
|
45.00
|
$55
|
||
|
France
|
1.00
|
$8
|
Pakistan
|
24.00
|
$75
|
Vietnam
|
20.00
|
$80
|
||
|
Germany
|
1.00
|
$8
|
Panama
|
65.00
|
$98
|
West African
Economic
Monetary Union
(WAEMU)*
|
38.00
|
$130
|
||
|
Ghana
|
25.00
|
$40
|
Peru
|
30.00
|
$60
|
Zambia
|
28.00
|
$45
|
||
|
Greece
|
4.00
|
$20
|
Philippines
|
3.50
|
$38
|
Zimbabwe
|
28.00
|
$45
|
*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement
within U.S. Bank sub-custodian network
Exhibit D-1, Page 3
