AMENDMENT
AMENDMENT
This Amendment (“Amendment”) to the Amended and Restated Global Custody and Fund Accounting Agreement between X.X. Xxxxxx Exchange-Traded Fund Trust, severally and on behalf of its series listed on Schedule A thereto (each, a “Customer” or a “Fund”) and JPMorgan Chase Bank, N.A. (“Bank”) dated as of October 1, 2017, 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 Amendment is hereby deleted in its entirety and replaced with the updated Schedule A, as attached to this Agreement. |
(B) | Schedule B of the Principal Agreement is hereby replaced in its entirety by Schedule B 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]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
Accepted by:
X.X. XXXXXX EXCHANGE-TRADED FUND TRUST | X.X. Xxxxxx Xxxxx Bank, N.A. | |||
/s/ Xxxxx Xxxxxxxx | /s/ Xxxxx Xxxxxx | |||
Signature | Signature | |||
Xxxxx Xxxxxxxx | Xxxxx Xxxxxx | |||
Name | Name | |||
President | Vice President | |||
Title | Title | |||
December 7, 2022 | 9:59 AM PST | 12/8/2022 | |||
Date | Date |
X.X. Xxxxxx | 2
Schedule A
X.X. Xxxxxx Exchange Traded Fund Trust
Name |
JPMorgan Diversified Return Global Equity ETF (liquidated-to be removed after account closure) |
JPMorgan Diversified Return International Equity ETF |
JPMorgan Diversified Return Emerging Markets Equity ETF |
JPMorgan Diversified Return U.S. Equity ETF |
JPMorgan Diversified Alternatives ETF (liquidated-to be removed after account closure) |
JPMorgan Diversified Return Europe Equity ETF (liquidated-to be removed after account closure) |
JPMorgan Diversified Return U.S. Mid Cap Equity ETF |
JPMorgan Event Driven ETF (liquidated-to be removed after account closure) |
JPMorgan High Yield Research Enhanced ETF1 |
JPMorgan Diversified Return U.S. Small Cap Equity ETF |
JPMorgan International Bond Opportunities ETF |
JPMorgan Ultra-Short Income ETF |
JPMorgan U.S. Dividend ETF (liquidated-to be removed after account closure) |
JPMorgan U.S. Minimum Volatility ETF (liquidated-to be removed after account closure) |
JPMorgan U.S. Momentum Factor ETF |
JPMorgan U.S. Quality Factor ETF |
JPMorgan U.S. Value Factor ETF |
JPMorgan Long/Short ETF (liquidated-to be removed after account closure) |
JPMorgan Managed Futures Strategy ETF (liquidated-to be removed after account closure) |
JPMorgan USD Emerging Markets Sovereign Bond ETF |
JPMorgan BetaBuilders Developed Asia Pacific ex-Japan ETF |
JPMorgan BetaBuilders Canada ETF |
JPMorgan BetaBuilders Europe ETF |
JPMorgan BetaBuilders Japan ETF |
JPMorgan BetaBuilders MSCI US REIT ETF |
JPMorgan Corporate Bond Research Enhanced ETF2 |
JPMorgan Municipal ETF |
JPMorgan Ultra-Short Municipal ETF |
JPMorgan U.S. Aggregate Bond ETF3 |
JPMorgan BetaBuilders 1-5 Year U.S. Aggregate Bond ETF |
JPMorgan BetaBuilders U.S. Equity ETF |
JPMorgan Core Plus Bond ETF |
JPMorgan BetaBuilders International Equity ETF |
JPMorgan BetaBuilders U.S. Mid Cap Equity ETF |
JPMorgan Equity Premium Income ETF |
JPMorgan International Growth ETF |
JPMorgan BetaBuilders U.S. Small Cap Equity ETF |
1 | To be renamed to JPMorgan BetaBuilders USD High Yield Corporate Bond ETF on or about February 1, 2023. |
2 | To be renamed JPMorgan BetaBuilders USD Investment Grade Corporate Bond ETF on or about February 1, 2023. |
3 | To be renamed JPMorgan BetaBuilders U.S. Aggregate Bond ETF on or about February 1, 2023. |
X.X. Xxxxxx | 3
Name |
JPMorgan Carbon Transition U.S. Equity ETF |
JPMorgan Short Duration Core Plus ETF |
JPMorgan ActiveBuilders Emerging Markets Equity ETF |
JPMorgan ActiveBuilders International Equity ETF |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF |
JPMorgan Income ETF |
JPMorgan Active Value ETF |
JPMorgan Inflation Managed Bond ETF |
JPMorgan International Research Enhanced Equity ETF |
JPMorgan Market Expansion Enhanced Equity ETF |
JPMorgan Realty Income ETF |
JPMorgan Climate Change Solutions ETF |
JPMorgan Nasdaq Equity Premium Income ETF |
JPMorgan Social Advancement ETF |
JPMorgan Sustainable Consumption ETF |
JPMorgan Sustainable Infrastructure ETF |
JPMorgan Active Growth ETF |
JPMorgan Active China ETF |
JPMorgan Active Small Cap Value ETF |
JPMorgan BetaBuilders Emerging Markets Equity ETF |
JPMorgan BetaBuilders U.S. Growth ETF |
JPMorgan BetaBuilders U.S. Value ETF |
JPMorgan BetaBuilders U.S. Treasury Bond 20+ Year ETF |
JPMorgan BetaBuilders U.S. Treasury Bond 3-10 Year ETF |
JPMorgan BetaBuilders U.S. Treasury Bond 1-3 Year ETF |
JPMorgan BetaBuilders U.S. TIPS 0-5 Year ETF |
X.X. Xxxxxx | 4
SCHEDULE F
Amended Global Custody Fee Schedule
Custody Fees
Safekeeping and Straight-Through Processing (STP) Transactions
Safekeeping: Basis point fees apply to assets that a Fund has instructed 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 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 |
X.X. Xxxxxx | 5
Location of Settlement |
Safekeeping | STP Transactions | ||||||
Basis Point Fee | STP Fee | |||||||
Greece |
5.00 | 35.00 | ||||||
Hungary |
12.00 | 45.00 | ||||||
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 |
X.X. Xxxxxx | 6
Location of Settlement |
Safekeeping | STP Transactions | ||||||
Basis Point Fee | STP Fee | |||||||
Slovenia |
25.00 | 50.00 | ||||||
South Africa |
3.50 | 20.00 | ||||||
Spain |
1.00 | 20.00 | ||||||
Sri Lanka |
20.00 | 65.00 | ||||||
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 | 2,250,000,000 | 1.10 | 25.00 | ||||||||||||
India |
5.75 | 200,000,000 | 4.25 | 30.00 | ||||||||||||
Japan |
0.85 | 12,000,000,000 | 0.75 | 8.00 | ||||||||||||
South Korea |
4.50 | 250,000,000 | 3.00 | 15.00 | ||||||||||||
Taiwan |
6.50 | 300,000,000 | 5.00 | 00.00 | ||||||||||||
Xxxxxx Xxxxxx |
0.05 | 75,000,000,000 | 0.04 | 2.25 |
X.X. Xxxxxx | 7
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. |
• | 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, 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 Customer decide 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 may bill 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 |
X.X. Xxxxxx | 8
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 |
Proxy – Standard markets | ||||||
Australia | Japan | Pakistan | Uganda | |||
Bahrain | Jordan | Philippines | Xxxxxxx | |||
Xxxxxxxxxx | Xxxxx | Xxxxxx | Xxxxxx Xxxxxxx | |||
Xxxxxxx | Xxxxxx | 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 Collateral Control Services
Set-up and maintenance of collateral control accounts.
Custody Collateral Control Services – Fees
Collateral Services |
Fees | |||||||
Account Maintenance: Custody Collateral Control Account |
Per Open Account Per Annum | 1,900.00 |
X.X. Xxxxxx | 9
Custody Collateral Control Services – Notes and Methodologies
• | Includes tri-party, re-insurance, and statutory deposit accounts. |
• | 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.
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) |
X.X. Xxxxxx | 10
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) | ||
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 Bank. |
• | Cash Instruction Repair Surcharge: STP cash instructions that require amendment or repair by 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. |
X.X. Xxxxxx | 11
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 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. |
X.X. Xxxxxx | 12
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:
Asset Tier |
Per Fund Complex Per Annum | |||
From |
To |
bps | ||
0 |
15,000,000,000 | 0.30 | ||
15,000,000,001 |
100,000,000,000 | 0.25 | ||
>100,000,000,001 |
0.15 |
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 |
20,000.00 |
X.X. Xxxxxx | 13
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 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 |
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 Bank based on the number of unique positions, held or reflected per account, on the last day of the month as reflected on 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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ETF Servicing Fees
Basket Services:
ETF Basket Services: Full-Service Basket (Net Assets) - Fees
Product Service Fee Name |
Basis |
Fee | ||
ETF Basket Servicing: Full Service | Asset Tier per Complex | Included in Fund Accounting Asset Tier Fee |
ETF Basket Servicing – Full-service Notes and Methodologies
• | Service includes: |
• | Basket creation and Valuation |
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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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