ULTIMUS MANAGERS TRUST SIXTEENTH AMENDMENT TO THE CUSTODY AGREEMENT
SIXTEENTH AMENDMENT TO THE
THIS SIXTEENTH AMENDMENT dated as of the 24th day of May, 2017, to the Custody Agreement, dated as of June 5, 2012, as amended August 20, 2012, August 21, 2012, December 31, 2012, May 28, 2013, September 11, 2013, May 15, 2014, August 26, 2014, November 11, 2014, March 24, 2015, April 6, 2015, July 9, 2015, August 26, 2015, December 16, 2015, July 28, 2016 and January 23, 2017 (the “Custody Agreement”), is entered into by and between ULTIMUS MANAGERS TRUST, an Ohio business trust, (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Custody Agreement; and
WHEREAS, the parties desire to amend the fees of the Ladder Select Bond Fund and the Xxxxxx Focus Fund; and
WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit O (the Ladder Select Bond Fund) to the Custody Agreement is hereby superseded and replaced with Amended Exhibit O attached hereto.
Exhibit P (the Xxxxxx Focus Fund) to the Custody Agreement is hereby superseded and replaced with Amended Exhibit P attached hereto.
Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Sixteenth 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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U.S. BANK NATIONAL ASSOCIATION
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By:
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By:
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Name:
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Title:
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Vice President
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1
Amended Exhibit O to the Custody Agreement - Ultimus Managers Trust and U.S. Bank, National Association - Custody Fee Schedule effective August 1, 2016
Name of Series
Ladder Select Bond Fund
U.S. Bank, N.A., as Custodian, will receive monthly compensation for services according to the terms of the following Schedule:
I.
|
Market Value Fee Per Fund
|
.70 basis points on the average daily market value of all long securities and cash held in the portfolio.
Plus portfolio transaction fees
II.
|
Portfolio Transaction Fees:
|
$7.00 per repurchase agreement transaction
$4.00 book entry DTC transaction, Federal Reserve transaction, principal paydown
$25.00 per transaction processed through our New York custodian definitive security (physical)
$15.00 per option/future contract written, exercised or expired
$6.00 per Short sale transaction
$15.00 per mutual fund trade
$15.00 per Fed wire or margin variation Fed wire
$5.00 per expense disbursement
$150.00 per segregated account per year
Minimum annual fee per fund: $4,800
§
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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.
|
§
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Overdrafts – charged to the account at prime interest rate plus 2.
|
III.
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Miscellaneous Expenses
|
Including but not limited to expenses incurred in Treasury Management, safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extra expenses based on complexity.
IV.
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Additional Services
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Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
*
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Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
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Fees are calculated pro rata and billed monthly.
2
Amended Exhibit O to the Custody Agreement - Ultimus Managers Trust and U.S. Bank, N.A. – Additional Global Sub-Custodial Services Annual Fee Schedule August 1, 2016
COUNTRY
|
INSTRUMENT
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SAFE-KEEPING (BPS)
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TRANSACTION FEE
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COUNTRY
|
INSTRUMENT
|
SAFE-KEEPING (BPS)
|
TRANSACTION FEE
|
COUNTRY
|
INSTRUMENT
|
SAFE-KEEPING
(BPS)
|
TRANSACTION FEE
|
Argentina
|
All
|
13.0
|
$35
|
Guinea Bissau
|
All
|
44.0
|
$125
|
Pakistan
|
All
|
26.0
|
$80
|
Australia
|
All
|
1.0
|
$15
|
Hong Kong
|
All
|
2.0
|
$20
|
Peru
|
All
|
39.0
|
$85
|
Austria
|
All
|
2.0
|
$20
|
Hungary
|
All
|
22.0
|
$60
|
Philippines
|
All
|
5.0
|
$40
|
Bahrain
|
All
|
44.0
|
$115
|
Iceland
|
All
|
13.0
|
$45
|
Poland
|
All
|
13.0
|
$25
|
Bangladesh
|
All
|
35.0
|
$120
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India
|
All
|
9.0
|
$85
|
Portugal
|
All
|
5.5
|
$40
|
Belgium
|
All
|
1.5
|
$25
|
Indonesia
|
All
|
6.0
|
$70
|
Qatar
|
All
|
40.0
|
$115
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Benin
|
All
|
35.0
|
$125
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Ireland
|
All
|
2.0
|
$15
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Romania
|
All
|
31.0
|
$80
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Bermuda
|
All
|
13.0
|
$50
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Israel
|
All
|
11.0
|
$30
|
Russia
|
Equities
|
33.0
|
$165
|
Botswana
|
All
|
22.0
|
$40
|
Italy
|
All
|
2.0
|
$25
|
Senegal
|
All
|
35.0
|
$125
|
Brazil
|
All
|
8.0
|
$20
|
Ivory Coast
|
All
|
35.0
|
$125
|
Singapore
|
All
|
2.0
|
$20
|
Bulgaria
|
All
|
35.0
|
$65
|
Japan
|
All
|
1.0
|
$10
|
Slovak Republic
|
All
|
22.0
|
$90
|
Burkina Faso
|
All
|
35.0
|
$125
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Jordan
|
All
|
35.0
|
$100
|
Slovenia
|
All
|
22.0
|
$90
|
Canada
|
All
|
1.0
|
$5
|
Kazakhstan
|
All
|
53.0
|
$120
|
South Africa
|
All
|
2.0
|
$10
|
Cayman Islands*
|
All
|
1.0
|
$10
|
Kenya
|
All
|
26.0
|
$40
|
South Korea
|
All
|
5.5
|
$10
|
Channel Islands*
|
All
|
1.5
|
$20
|
Kuwait
|
All
|
35.0
|
$120
|
Spain
|
All
|
1.0
|
$15
|
Chile
|
All
|
18.0
|
$50
|
Latvia
|
Equities
|
13.0
|
$60
|
Sri Lanka
|
All
|
13.0
|
$50
|
China
|
All
|
11.0
|
$45
|
Lebanon
|
All
|
22.0
|
$75
|
Swaziland
|
All
|
26.0
|
$40
|
Colombia
|
All
|
35.0
|
$80
|
Lithuania
|
All
|
18.0
|
$40
|
Sweden
|
All
|
1.0
|
$25
|
Costa Rica
|
All
|
13.0
|
$50
|
Luxembourg
|
All
|
4.0
|
$20
|
Switzerland
|
All
|
1.0
|
$25
|
Croatia
|
All
|
31.0
|
$55
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Malaysia
|
All
|
3.5
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$40
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Taiwan
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All
|
13.0
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$65
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Cyprus
|
All
|
13.0
|
$50
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Mali
|
All
|
35.0
|
$125
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Thailand
|
All
|
3.5
|
$25
|
Czech Republic
|
All
|
11.0
|
$25
|
Malta
|
All
|
20.0
|
$60
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Togo
|
All
|
35.0
|
$125
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Denmark
|
All
|
2.0
|
$25
|
Mauritius
|
All
|
26.0
|
$80
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Tunisia
|
All
|
35.0
|
$40
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Ecuador
|
All
|
31.0
|
$55
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Mexico
|
All
|
2.0
|
$10
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Turkey
|
All
|
11.0
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$10
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Egypt
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All
|
28.0
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$65
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Morocco
|
All
|
31.0
|
$80
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UAE
|
All
|
40.0
|
$105
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Estonia
|
All
|
6.0
|
$20
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Namibia
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All
|
26.0
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$40
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United Kingdom
|
All
|
1.0
|
$5
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Euromarkets**
|
All
|
1.00
|
$5
|
Netherlands
|
All
|
2.0
|
$15
|
Ukraine
|
All
|
21.0
|
$30
|
Finland
|
All
|
2.5
|
$25
|
New Zealand
|
All
|
2.5
|
$25
|
Uruguay
|
All
|
45.0
|
$55
|
France
|
All
|
1.0
|
$15
|
Niger
|
All
|
35.0
|
$125
|
Venezuela
|
All
|
35.0
|
$100
|
Germany
|
All
|
1.0
|
$15
|
Nigeria
|
All
|
26.0
|
$40
|
Vietnam
|
All
|
20.0
|
$85
|
Ghana
|
All
|
22.0
|
$40
|
Norway
|
All
|
2.0
|
$25
|
Zambia
|
All
|
26.0
|
$40
|
Greece
|
All
|
8.0
|
$35
|
Oman
|
All
|
45.0
|
$115
|
Zimbabwe
|
All
|
26.0
|
$40
|
Safekeeping and transaction fees are assessed on security and currency transactions.
*
|
Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
|
**
|
Tiered by market value:<$5 billion: 1bp,>$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps.
|
**
|
Euromarkets - Non-Eurobonds: Surcharges vary by local market.
|
A monthly base fee per account (fund) will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
§
|
1–25 foreign securities: $500; 26–50 foreign securities: $1,000; Over 50 foreign securities: $1,500
|
§
|
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.
|
§
|
For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.
|
Miscellaneous Expenses
§
|
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
|
§
|
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.
|
3
Amended Exhibit P to the Custody Agreement - Ultimus Managers Trust and U.S. Bank, National Association - Custody Fee Schedule effective January 1, 2017
Name of Series
Xxxxxx Focus Fund
Custody Services Annual Fee Schedule
U.S. Bank, N.A., as Custodian, will receive monthly compensation for services according to the terms of the following Schedule:
I.
|
Market Value Fee Per Fund
|
.70 basis points on the average daily market value of all long securities and cash held in the portfolio.
Plus portfolio transaction fees
II.
|
Portfolio Transaction Fees:
|
$7.00 per repurchase agreement transaction
$4.00 book entry DTC transaction, Federal Reserve transaction, principal paydown
$25.00 per transaction processed through our New York custodian definitive security (physical)
$15.00 per option/future contract written, exercised or expired
$6.00 per Short sale transaction
$15.00 per mutual fund trade
$15.00 per Fed wire or margin variation Fed wire
$5.00 per expense disbursement
$150.00 per segregated account per year
Minimum annual fee per fund: $4,800
§
|
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.
|
III.
|
Miscellaneous Expenses
|
Including but not limited to expenses incurred in Treasury Management, safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extra expenses based on complexity.
IV.
|
Additional Services
|
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
*
|
Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
|
Fees are calculated pro rata and billed monthly.
4
Amended Exhibit P to the Custody Agreement - Ultimus Managers Trust & U.S. Bank, N.A. – Additional Global Sub-Custodial Services Annual Fee Schedule at January 1, 2017
COUNTRY
|
INSTRUMENT
|
SAFE-KEEPING (BPS)
|
TRANSACTION FEE
|
COUNTRY
|
INSTRUMENT
|
SAFE-KEEPING (BPS)
|
TRANSACTION FEE
|
COUNTRY
|
INSTRUMENT
|
SAFE-KEEPING
(BPS)
|
TRANSACTION FEE
|
Argentina
|
All
|
13.0
|
$35
|
Guinea Bissau
|
All
|
44.0
|
$125
|
Pakistan
|
All
|
26.0
|
$80
|
Australia
|
All
|
1.0
|
$15
|
Hong Kong
|
All
|
2.0
|
$20
|
Peru
|
All
|
39.0
|
$85
|
Austria
|
All
|
2.0
|
$20
|
Hungary
|
All
|
22.0
|
$60
|
Philippines
|
All
|
5.0
|
$40
|
Bahrain
|
All
|
44.0
|
$115
|
Iceland
|
All
|
13.0
|
$45
|
Poland
|
All
|
13.0
|
$25
|
Bangladesh
|
All
|
35.0
|
$120
|
India
|
All
|
9.0
|
$85
|
Portugal
|
All
|
5.5
|
$40
|
Belgium
|
All
|
1.5
|
$25
|
Indonesia
|
All
|
6.0
|
$70
|
Qatar
|
All
|
40.0
|
$115
|
Benin
|
All
|
35.0
|
$125
|
Ireland
|
All
|
2.0
|
$15
|
Romania
|
All
|
31.0
|
$80
|
Bermuda
|
All
|
13.0
|
$50
|
Israel
|
All
|
11.0
|
$30
|
Russia
|
Equities
|
33.0
|
$165
|
Botswana
|
All
|
22.0
|
$40
|
Italy
|
All
|
2.0
|
$25
|
Senegal
|
All
|
35.0
|
$125
|
Brazil
|
All
|
8.0
|
$20
|
Ivory Coast
|
All
|
35.0
|
$125
|
Singapore
|
All
|
2.0
|
$20
|
Bulgaria
|
All
|
35.0
|
$65
|
Japan
|
All
|
1.0
|
$10
|
Slovak Republic
|
All
|
22.0
|
$90
|
Burkina Faso
|
All
|
35.0
|
$125
|
Jordan
|
All
|
35.0
|
$100
|
Slovenia
|
All
|
22.0
|
$90
|
Canada
|
All
|
1.0
|
$5
|
Kazakhstan
|
All
|
53.0
|
$120
|
South Africa
|
All
|
2.0
|
$10
|
Cayman Islands*
|
All
|
1.0
|
$10
|
Kenya
|
All
|
26.0
|
$40
|
South Korea
|
All
|
5.5
|
$10
|
Channel Islands*
|
All
|
1.5
|
$20
|
Kuwait
|
All
|
35.0
|
$120
|
Spain
|
All
|
1.0
|
$15
|
Chile
|
All
|
18.0
|
$50
|
Latvia
|
Equities
|
13.0
|
$60
|
Sri Lanka
|
All
|
13.0
|
$50
|
China
|
All
|
11.0
|
$45
|
Lebanon
|
All
|
22.0
|
$75
|
Swaziland
|
All
|
26.0
|
$40
|
Colombia
|
All
|
35.0
|
$80
|
Lithuania
|
All
|
18.0
|
$40
|
Sweden
|
All
|
1.0
|
$25
|
Costa Rica
|
All
|
13.0
|
$50
|
Luxembourg
|
All
|
4.0
|
$20
|
Switzerland
|
All
|
1.0
|
$25
|
Croatia
|
All
|
31.0
|
$55
|
Malaysia
|
All
|
3.5
|
$40
|
Taiwan
|
All
|
13.0
|
$65
|
Cyprus
|
All
|
13.0
|
$50
|
Mali
|
All
|
35.0
|
$125
|
Thailand
|
All
|
3.5
|
$25
|
Czech Republic
|
All
|
11.0
|
$25
|
Malta
|
All
|
20.0
|
$60
|
Togo
|
All
|
35.0
|
$125
|
Denmark
|
All
|
2.0
|
$25
|
Mauritius
|
All
|
26.0
|
$80
|
Tunisia
|
All
|
35.0
|
$40
|
Ecuador
|
All
|
31.0
|
$55
|
Mexico
|
All
|
2.0
|
$10
|
Turkey
|
All
|
11.0
|
$10
|
Egypt
|
All
|
28.0
|
$65
|
Morocco
|
All
|
31.0
|
$80
|
UAE
|
All
|
40.0
|
$105
|
Estonia
|
All
|
6.0
|
$20
|
Namibia
|
All
|
26.0
|
$40
|
United Kingdom
|
All
|
1.0
|
$5
|
Euromarkets**
|
All
|
1.00
|
$5
|
Netherlands
|
All
|
2.0
|
$15
|
Ukraine
|
All
|
21.0
|
$30
|
Finland
|
All
|
2.5
|
$25
|
New Zealand
|
All
|
2.5
|
$25
|
Uruguay
|
All
|
45.0
|
$55
|
France
|
All
|
1.0
|
$15
|
Niger
|
All
|
35.0
|
$125
|
Venezuela
|
All
|
35.0
|
$100
|
Germany
|
All
|
1.0
|
$15
|
Nigeria
|
All
|
26.0
|
$40
|
Vietnam
|
All
|
20.0
|
$85
|
Ghana
|
All
|
22.0
|
$40
|
Norway
|
All
|
2.0
|
$25
|
Zambia
|
All
|
26.0
|
$40
|
Greece
|
All
|
8.0
|
$35
|
Oman
|
All
|
45.0
|
$115
|
Zimbabwe
|
All
|
26.0
|
$40
|
Safekeeping and transaction fees are assessed on security and currency transactions.
*
|
Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
|
**
|
Tiered by market value:<$5 billion: 1bp,>$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps.
|
**
|
Euromarkets - Non-Eurobonds: Surcharges vary by local market.
|
A monthly base fee per account (fund) will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
§
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1–25 foreign securities: $500; 26–50 foreign securities: $1,000; Over 50 foreign securities: $1,500
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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.
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For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.
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Miscellaneous Expenses
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Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
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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.
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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.
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SWIFT reporting and message fees.
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