FIRST AMENDMENT TO THE ANGEL OAKS FUNDS TRUST CUSTODY AGREEMENT
FIRST AMENDMENT TO THE
▇▇▇▇▇ ▇▇▇▇ FUNDS TRUST
THIS FIRST AMENDMENT effective as of ______________, 2016, to the Custody Agreement, dated as of October 16, 2014, (the "Agreement"), is entered into by and between ANGEL OAK FUNDS TRUST, a Delaware statutory trust (the "Trust") and U.S. BANK, N.A., a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to add the Angel Oak High Yield Opportunities Fund to the Agreement and to amend the fees; and
WHEREAS, Article 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree to amend the following:
Exhibit B of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit B attached hereto.
Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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 date and year first written above.
| ANGEL OAK FUNDS TRUST | U.S. BANK, N.A. |
| By: ______________________________ | By: ________________________________ |
| Printed Name: ______________________ | Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: ____________________________ | Title: Senior Vice President |
1
Amended Exhibit B to the Custody Agreement – Angel Oak Funds Trust
Fund Names
Separate Series of Angel Oak Funds Trust
Name of Series
Angel Oak Flexible Income Fund
Angel Oak Multi-Strategy Income Fund
Angel Oak High Yield Opportunities Fund
2
Amended Exhibit C to the Custody Agreement - Angel Oak Fund Trust
Fee Schedule at ______________, 2016
Annual Fee Based Upon Market Value Per Fund*
[---]basis point on average daily market value
Minimum annual fee per fund - $[---]
Plus portfolio transaction fees
Portfolio Transaction Fees
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§
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$[---]– Book entry DTC transaction/Federal Reserve transaction/principal paydown
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§
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$[---]– Repo agreement/reverse repurchase agreement/time deposit/CD or other non-depository transaction
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§
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$[---]– Option/SWAPS/future contract written, exercised or expired
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§
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$[---]– Mutual fund trade/Fed wire/margin variation Fed wire
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§
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$[---]– Physical transaction
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§
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$[---]– Check disbursement (waived if U.S. Bancorp is Administrator)
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§
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$[---] – Segregated account per year
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§
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
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§
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No charge for the initial conversion free receipt.
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§
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Overdrafts – charged to the account at prime interest rate plus [ ].
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Out-Of-Pocket 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.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
3
Exhibit C (continued) to the Custody Agreement – Angel Oak Funds Trust Global Sub-Custodial Services Annual Fee Schedule at ______________, 2016
*Safekeeping and transaction fees are assessed on security and currency transactions.
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COUNTRY
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INSTRUMENT
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SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
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Argentina
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All
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[ ]
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$__
|
|
Australia
|
All
|
[ ]
|
$__
|
|
Austria
|
All
|
[ ]
|
$__
|
|
Bahrain
|
All
|
[ ]
|
$__
|
|
Bangladesh
|
All
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[ ]
|
$__
|
|
Belgium
|
All
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[ ]
|
$__
|
|
Benin
|
All
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[ ]
|
$__
|
|
Bermuda
|
All
|
[ ]
|
$__
|
|
Botswana
|
All
|
[ ]
|
$__
|
|
Brazil
|
All
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[ ]
|
$__
|
|
Bulgaria
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All
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[ ]
|
$__
|
|
Burkina Faso
|
All
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[ ]
|
$__
|
|
Canada
|
All
|
[ ]
|
$__
|
|
Cayman Islands*
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All
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[ ]
|
$__
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|
Channel Islands*
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All
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[ ]
|
$__
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|
Chile
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All
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[ ]
|
$__
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|
China“A” Shares
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All
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[ ]
|
$__
|
|
China “B” Shares
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All
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[ ]
|
$__
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|
Columbia
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All
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[ ]
|
$__
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|
Costa Rica
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All
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[ ]
|
$__
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|
Croatia
|
All
|
[ ]
|
$__
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|
Czech Republic
|
All
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[ ]
|
$__
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|
Denmark
|
All
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[ ]
|
$__
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|
Ecuador
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All
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[ ]
|
$__
|
|
Egypt
|
All
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[ ]
|
$__
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|
Estonia
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All
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[ ]
|
$__
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|
Euromarkets**
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All
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[ ]
|
$__
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Finland
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All
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[ ]
|
$__
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|
France
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All
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[ ]
|
$__
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|
Germany
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All
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[ ]
|
$__
|
|
Ghana
|
All
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[ ]
|
$__
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|
Greece
|
All
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[ ]
|
$__
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|
Guinea Bissau
|
All
|
[ ]
|
$__
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|
Hong Kong
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All
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[ ]
|
$__
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|
Hungary
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All
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[ ]
|
$__
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|
Iceland
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All
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[ ]
|
$__
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|
India
|
All
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[ ]
|
$__
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|
Indonesia
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All
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[ ]
|
$__
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|
Ireland
|
All
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[ ]
|
$__
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|
Israel
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All
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[ ]
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$__
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Italy
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All
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[ ]
|
$__
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Ivory Coast
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All
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[ ]
|
$__
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|
Japan
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All
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[ ]
|
$__
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Jordan
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All
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[ ]
|
$__
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Kazakhstan
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All
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[ ]
|
$__
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Kenya
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All
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[ ]
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$__
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Latvia
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Equities
|
[ ]
|
$__
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Latvia
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Bonds
|
[ ]
|
$__
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Lebanon
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All
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[ ]
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$__
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Lithuania
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All
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[ ]
|
$__
|
|
Luxembourg
|
All
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[ ]
|
$__
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Malaysia
|
All
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[ ]
|
$__
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Mali
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All
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[ ]
|
$___
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Malta
|
All
|
[ ]
|
$__
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|
Mauritius
|
All
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[ ]
|
$__
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|
Mexico
|
All
|
[ ]
|
$__
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|
Morocco
|
All
|
[ ]
|
$__
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Namibia
|
All
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[ ]
|
$__
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|
Netherlands
|
All
|
[ ]
|
$__
|
4
|
New Zealand
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All
|
[ ]
|
$__
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|
Niger
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All
|
[ ]
|
$__
|
|
Nigeria
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All
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[ ]
|
$__
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|
Norway
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All
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[ ]
|
$__
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Oman
|
All
|
[ ]
|
$__
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Pakistan
|
All
|
[ ]
|
$__
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Peru
|
All
|
[ ]
|
$__
|
|
Philippines
|
All
|
[ ]
|
$__
|
|
Poland
|
All
|
[ ]
|
$__
|
|
Portugal
|
All
|
[ ]
|
$__
|
|
Qatar
|
All
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[ ]
|
$__
|
|
Romania
|
All
|
[ ]
|
$__
|
|
Russia
|
Equities
|
[ ]
|
$__
|
|
Russia
|
MINFINs
|
[ ]
|
$__
|
|
Senegal
|
All
|
[ ]
|
$__
|
|
Singapore
|
All
|
[ ]
|
$__
|
|
Slovak Republic
|
All
|
[ ]
|
$__
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|
Slovenia
|
All
|
[ ]
|
$__
|
|
South Africa
|
All
|
[ ]
|
$__
|
|
South Korea
|
All
|
[ ]
|
$__
|
|
Spain
|
All
|
[ ]
|
$__
|
|
Sri Lanka
|
All
|
[ ]
|
$__
|
|
Swaziland
|
All
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[ ]
|
$__
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|
Sweden
|
All
|
[ ]
|
$__
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|
Switzerland
|
All
|
[ ]
|
$__
|
|
Taiwan
|
All
|
[ ]
|
$__
|
|
Thailand
|
All
|
[ ]
|
$__
|
|
Togo
|
All
|
[ ]
|
$__
|
|
Tunisia
|
All
|
[ ]
|
$__
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Turkey
|
All
|
[ ]
|
$__
|
|
UAE
|
All
|
[ ]
|
$__
|
|
United Kingdom
|
All
|
[ ]
|
$__
|
|
Ukraine
|
All
|
[ ]
|
$__
|
|
Uruguay
|
All
|
[ ]
|
$__
|
|
Venezuela
|
All
|
[ ]
|
$__
|
|
Zambia
|
All
|
[ ]
|
$__
|
|
Zimbabwe
|
All
|
[ ]
|
$__
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Base Fee - A monthly charge per account (fund) will apply based on the number of foreign securities held.
|
§
|
1-25 foreign securities: $[---]
|
|
§
|
26-50 foreign securities: $[---]
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|
§
|
Over 50 foreign securities: $[---]
|
|
§
|
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 above, surcharges may apply if a security is held outside of the local market.
|
Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[--] per claim.
Out of Pocket Expenses
|
§
|
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for 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 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 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.
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§
|
SWIFT reporting and message fees.
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5