Exhibit h(3)
AMENDMENT #24 to FUND SERVICES AGREEMENT
AMENDMENT #24 (the Amendment”)
dated as of February 28, 2012 by and between PROSHARES TRUST (“ProShares”) and X.X. XXXXXX INVESTOR SERVICES CO. (“X.X. Xxxxxx”) to the Fund Services Agreement dated June 16, 2006 (as amended and in effect on the date
hereof, the “Agreement”).
WITNESSETH
WHEREAS, ProShares and X.X. Xxxxxx have entered into the Agreement, and
WHEREAS,
ProShares and X.X. Xxxxxx wish to amend the Agreement and to have the Agreement, as amended herein, govern the rights and obligations of ProShares and X.X. Xxxxxx.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, ProShares and X.X. Xxxxxx hereby acknowledge and agree as follows:
1. Certain Definitions. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the
Agreement.
2. Amendments.
(a) All references to Fund Regulatory Services are hereby deleted from the agreement.
(b) Schedule A of the Agreement is hereby amended by replacing it in its entirety with Schedule A annexed hereto.
(c) Schedule B of the Agreement is hereby amended by replacing it in its entirety with Schedule B annexed hereto.
3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their
respective terms.
4. Each of the parties hereby represents and warrants that:
(a) the representations and warranties contained in the Agreement are true on and as of the date hereof as if made by the party on and as
of said date, and
(b) the execution, delivery and performance of this Amendment arc within the party’s corporate power
and have been duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms.
5. This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
6. This Amendment shall be construed in accordance with and be governed by the laws of the State of New York (without reference to choice of law doctrine) and the applicable provisions of the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized
representatives as of the day and year first above written.
PROSHARES TRUST
Name: /s/ Xxxx Xxxxxxx
Title: Chief Investment Officer
X.X. XXXXXX INVESTOR SERVICES CO.
|
Name: /s/ Xxxxx Xxxxx |
Title: Executive Director |
FUND SERVICES AGREEMENT
SCHEDULE A
1. |
ProShares Short S&P 500 |
4. |
ProShares Short MidCap400 |
5. |
ProShares UltraShort S&P 500 |
6. |
ProShares UltraShort QQQ |
7. |
ProShares UltraShort Dow30 |
8. |
ProShares UltraShort MidCap400 |
9. |
ProShares Ultra S&P 500 |
11. |
ProShares Ultra Dow30 |
12. |
ProShares Ultra MidCap400 |
13. |
ProShares Ultra SmallCap600 |
14. |
ProShares Ultra Russell2000 |
15. |
ProShares Short SmallCap600 |
16. |
ProShares Short Russell2000 |
17. |
ProShares UltraShort SmallCap600 |
18. |
ProShares UltraShort Russell2000 |
19. |
ProShares Ultra Basic Materials |
20. |
ProShares Ultra Consumer Goods |
21. |
ProShares Ultra Consumer Services |
22. |
ProShares Ultra Financials |
23. |
ProShares Ultra Health Care |
24. |
ProShares Ultra Industrials |
25. |
ProShares Ultra Oil & Gas |
26. |
ProShares Ultra Real Estate |
27. |
ProShares Ultra Semiconductors |
28. |
ProShares Ultra Technology |
29. |
ProShares Ultra Utilities |
30. |
ProShares UltraShort Basic Materials |
31. |
ProShares UltraShort Consumer Goods |
32. |
ProShares UltraShort Consumer Services |
33. |
ProShares UltraShort Financials |
34. |
ProShares UltraShort Health Care |
35. |
ProShares UltraShort Industrials |
36. |
ProShares UltraShort Oil & Gas |
37. |
ProShares UltraShort Real Estate |
38. |
ProShares UltraShort Semiconductors |
39. |
ProShares UltraShort Technology |
40. |
ProShares UltraShort Utilities |
41. |
ProShares Ultra Russell2000 Value |
42. |
ProShares Ultra Russell2000 Growth |
43. |
ProShares Ultra Xxxxxxx MidCap Value |
44. |
ProShares Ultra Xxxxxxx XxxXxx Growth |
45. |
ProShares Ultra Russell2000 value |
46. |
ProShares Ultra Russell2000 Growth |
47. |
ProShares UltraShort Russell2000 Value |
48. |
ProShares UltraShort Russell2000 Growth |
49. |
ProShares UltraShort Xxxxxxx MidCap Value |
50. |
ProShares UltraShort Xxxxxxx XxxXxx Growth |
51. |
ProShares UltraShort Russell2000 Value |
52. |
ProShares UltraShort Russell2000 Growth |
53. |
ProShares Short MSCI Emerging Markets |
54. |
ProShares Short MSCI EAFE |
55. |
ProShares UltraShort MSCI Emerging Markets |
56. |
ProShares UltraShort MSCI Japan |
57. |
ProShares UltraShort MSCI EAFE |
58. |
ProShares UltraShort FTSE China 25 |
59. |
ProShares UltraShort 7-10 Year Treasury |
60. |
ProShares UltraShort 20+ Year Treasury |
61. |
ProShares Ultra FTSE China 25 |
62. |
ProShares Ultra MSCI Japan |
63. |
ProShares Ultra Telecommunications |
64. |
ProShares UltraShort Telecommunications |
65. |
ProShares Short Financials |
66. |
ProShares Short Oil & Gas |
67. |
ProShares Ultra MSCI EAFE |
68. |
ProShares Ultra MSCI Emerging Markets |
69. |
ProShares Ultra Russell3000 |
70. |
ProShares UltraShort MSCI Europe |
71. |
ProShares UltraShort MSCI Pacific ex-Japan |
72. |
ProShares UltraShort MSCI Brazil |
73. |
ProShares UltraShort MSCI Mexico Investable Market |
74. |
ProShares UltraShort Russell3000 |
75. |
ProShares Credit Xxxxxx 000/00 |
00. |
ProShares UltraPro S&P 500 |
77. |
ProShares UltraPro Short S&P 500 |
78. |
ProShares Short 20+ Year Treasury |
79. |
ProShares Ultra 7-10 Year Treasury |
80. |
ProShares Ultra 20+ Year Treasury |
81. |
ProShares UltraPro Dow30 |
82. |
ProShares UltraPro MidCap400 |
83. |
ProShares UltraPro Russell2000 |
84. |
ProShares UltraPro QQQ |
85. |
ProShares UltraPro Short Dow30 |
86. |
ProShares UltraPro Short MidCap400 |
87. |
ProShares UltraPro Short Russell2000 |
88. |
ProShares UltraPro Short QQQ |
89. |
ProShares Short Basic Materials |
90. |
ProShares Short Real Estate |
91. |
ProShares Short FTSE China 25 |
92. |
ProShares Ultra Nasdaq Biotechnology |
93. |
ProShares UltraShort Nasdaq Biotechnology |
94. |
ProShares Ultra KBW Regional Banking |
95. |
ProShares Short KBW Regional Banking |
96. |
ProShares Ultra MSCI Europe |
97. |
ProShares Ultra MSCI Pacific ex-Japan |
98. |
ProShares Ultra MSCI Brazil |
99. |
ProShares Ultra MSCI Mexico Investable Market |
100. |
ProShares RAFi long/Short |
101. |
ProShares Hedge Replication ETF |
102. |
ProShares UltraShort TIPS |
103. |
ProShares Short High Yield |
104. |
ProShares Short Investment Grade Corporate |
105. |
ProShares Ultra Short 3-7 Year Treasury |
106. |
ProShares Short 7-10 Year Treasury |
107. |
ProShares Ultra High Yield |
108. |
ProShares Ultra Investment Grade Corporate |
109. |
ProShares German Sovereign/Sub-Sovereign ETF |
110. |
ProShares Ultra Pro 10 Year TIPS/TSY Spread |
111. |
ProShares Ultra Pro Short 10 Year TIPS/TSY Spread |
112. |
ProShares 30 Year TIPS/TSY Spread |
113. |
ProShares Short 30 Year TIPS/TSY Spread |
114. |
ProShares Ultra Pro MSCI Emerging Markets |
115. |
ProShares UltraPro Short MSCI Emerging Markets |
116. |
ProShares UltraPro 20 Year Treasury |
117. |
ProShares UltraPro Short 20+ Year Treasury |
118. |
ProShares USD Covered Bond |
FUND SERVICE AGREEMENT
SCHEDULE R
FEE
Schedule
Fund Accounting, Fund Administration and Standard Fund Regulatory Services
The annual fees set forth on this Schedule B include the (1) per fund fees for funds that hold securities, other than cash equivalents, (2) per fund
fees for funds that do not hold securities, except for cash equivalents, and (3) out-of-pocket expenses described in Section 5, which will be valid for the services described in this Agreement. The fees described herein will not be subject
to change for a period of three (3) years following June 1, 2011. JPM will monitor the funds for securities holdings on a quarterly basis and will obtain the Trust’s prior approval for any proposed changes.
|
(1) |
Annual fee for funds that hold securities other than cash equivalents (calculated monthly based on average daily net assets) |
|
|
|
|
|
Fee Schedule (June 1, 2011 - December 31, 2011) |
|
$0 to $50 million |
|
|
16 BPS |
|
Over $50 million to $100 million |
|
|
5 BPS |
|
Over $100 million to $250 million |
|
|
3 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
80,000 |
|
|
Beginning with an effective date of January 1st, 2012 |
|
$0 to $50 million |
|
|
15 BPS |
|
Over $50 million to $100 million |
|
|
5 BPS |
|
Over $100 million to $250 million |
|
|
3 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
75,000 |
|
The minimum fee does not apply for the in initial year for any new fund.
JPM will waive 2.5 bps of the annual asset based fee for assets of each fund from $0 to $50 million for the initial twelve months of this
amended agreement beginning with an effective date of June 1, 2011 . For funds where the total annual asset based fee does not exceed the minimum asset based fee for the initial
year of this amendment, the minimum asset-based fee will be decreased by the amount equal to: the average assets of the fund for the first year x 2.5 BPS.
Annual Cost Lot Selection Fee: $ 15,000 per fund, after the initial year for any new fund.
Annual PFTC Identification fee: $ 1,000 per fund that holds equity securities, after the initial year for any new fund.
Annual Fee for periodic Capital Gain Estimates (up to ten): $3,000 per fund, after the initial year for any new fund, includes
calculations of equalization credits and deferred losses due to wash sales (note: this fee may be adjusted as mutually agreed periodically to account for changes in circumstances):
|
(2) |
Annual fee for funds that do not hold securities other than cash equivalents (calculated monthly based on average daily net assets) |
|
|
|
|
|
Fee Schedule (June 1, 2011- December 31, 2011) |
|
$0 to $50 million |
|
|
12 BPS |
|
Over $50 million to $ 100 million |
|
|
3 BPS |
|
Over $100 million to $250 million |
|
|
2.5 RPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
I HP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
60,000 |
|
|
Beginning with an effective date of January 1st, 2012 |
|
$0 to $50 million |
|
|
1 1 BPS |
|
Over $50 million to $100 million |
|
|
3 BPS |
|
Over $ 100 million to $250 million |
|
|
2.5 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
55,000 |
|
The minimum fee does not apply for the initial year for any new fund.
JPM will waive 2.5 bps of the annual asset based fee for assets of each fund from $0 to $50 million for the initial twelve months of this
amended agreement beginning with an effective date of June 1, 2011. For funds where the total annual asset based fee does not exceed the minimum asset based fee for the initial year of this amendment, the minimum asset-based fee will be decreased by
the amount equal to: the average assets of the fund for the first year x 2.5 BPS.
Annual Fee for periodic Capital Gain Estimates (up to ten): $ 1,500 per fund, after
the initial year for any new fund, includes calculations of equalization credits (note: this fee may be adjusted as mutually agreed periodically to account for changes in circumstances).
|
(3) |
Out-of-Pocket Expenses |
A list
of out-of-pocket expenses is provided in Section 5. X.X. Xxxxxx must obtain the Trust’s approval for any additional out-of-pocket expenses. The Trust will reimburse X.X. Xxxxxx for Fund expenses incurred by X.X. Xxxxxx on behalf of the
Trust, provided that such expenses are without markup, customary and commercially reasonable. With respect to the foregoing, X.X. Xxxxxx shall provide, upon request by the Trust, invoices and other reasonable items requested by the Trust in order to
verify such expenses.
Exhibit h(3)
AMENDMENT #25 to FUND SERVICES AGREEMENT
AMENDMENT #25 (the
“Amendment”) dated as of July 10, 2012 by and between PROSHARES TRUST (“ProShares”) and X.X. XXXXXX INVESTOR SERVICES CO. (“X.X. Xxxxxx”) to the Fund Services Agreement dated June 16, 2006 (as amended and in
effect on the date hereof, the “Agreement”).
WITNESSETH
WHEREAS, ProShares and X.X. Xxxxxx have entered into the Agreement, and
WHEREAS, ProShares and X.X. Xxxxxx wish to amend the Agreement and to have the Agreement, as amended herein, govern the rights and
obligations of ProShares and X.X. Xxxxxx.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
ProShares and X.X. Xxxxxx hereby acknowledge and agree as follows:
1. Certain Definitions. Unless otherwise defined herein,
capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
2. Amendments.
(a) All references to Fund Regulatory Services are hereby deleted from the agreement.
(b) Schedule A of the Agreement is hereby amended by replacing it in its entirety with Schedule A annexed hereto.
(c) Schedule B of the Agreement is hereby amended by replacing it in its entirety with Schedule B annexed hereto.
3. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect
and shall be binding upon the parties in accordance with their respective terms.
4. Each of the parties hereby represents and
warrants that:
(a) the representations and warranties contained in the Agreement are true on and as of the date hereof as if
made by the party on and as of said date, and
(b) the execution, delivery and performance of this Amendment are within the
party’s corporate power and have been duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms.
5. This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
6. This Amendment shall be construed in accordance with and be governed by the laws of the State of New York (without reference to choice of law doctrine) and the applicable provisions of the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized
representatives as of the day and year first above written.
PROSHARES TRUST
|
/s/ Xxxx Xxxxxxx |
Name: Xxxx Xxxxxxx |
Title: Chief Investment Officer |
X.X. XXXXXX INVESTOR SERVICES CO.
|
/s/ Xxxx Xxxxxx |
Name: Xxxx Xxxxxx |
Title: Vice President |
FUND SERVICES AGREEMENT
SCHEDULE A
1. |
ProShares Short S&PSOO |
4. |
ProShares Short MidCap400 |
5. |
ProShares UltraShort S&PSOO |
6. |
ProShares UltraShort QQQ |
7. |
ProShares UltraShort Dow30 |
8. |
ProShares UltraShort MidCap400 |
9. |
ProShares Ultra S&PSOO |
11. |
ProShares Ultra Dow30 |
12. |
ProShares Ultra MidCap400 |
13. |
ProShares Ultra SmallCap600 |
14. |
ProShares Ultra Russell2000 |
15. |
ProShares Short SmallCap600 |
16. |
ProShares Short Russell2000 |
17. |
ProShares UltraShort SmallCap600 |
18. |
ProShares UltraShort Russell2000 |
19. |
ProShares Ultra Basic Materials |
20. |
ProShares Ultra Consumer Goods |
21. |
ProShares Ultra Consumer Services |
22. |
ProShares Ultra Financials |
23. |
ProShares Ultra Health Care |
24. |
ProShares Ultra Industrials |
25. |
ProShares Ultra Oil & Gas |
26. |
ProShares Ultra Real Estate |
27. |
ProShares Ultra Semiconductors |
28. |
ProShares Ultra Technology |
29. |
ProShares Ultra Utilities |
30. |
ProShares UltraShort Basic Materials |
31. |
ProShares UltraShort Consumer Goods |
32. |
ProShares UltraShort Consumer Services |
33. |
ProShares UltraShort Financials |
34. |
ProShares UltraShort Health Care |
35. |
ProShares UltraShort Industrials |
36. |
ProShares UltraShort Oil & Gas |
37. |
ProShares UltraShort Real Estate |
38. |
ProShares UltraShort Semiconductors |
39. |
ProShares UltraShort Technology |
40. |
ProShares UltraShort Utilities |
41. |
ProShares Ultra Russell2000 Value |
42. |
ProShares Ultra Russell2000 Growth |
43. |
ProShares Ultra Xxxxxxx MidCap Value |
44. |
ProShares Ultra Xxxxxxx XxxXxx Growth |
45. |
ProShares Ultra Russell2000 Value |
46. |
ProShares Ultra Russell2000 Growth |
47. |
ProShares UltraShort Russell2000 Value |
48. |
ProShares UltraShort Russell2000 Growth |
49. |
ProShares UltraShort Xxxxxxx MidCap Value |
50. |
ProShares UltraShort Xxxxxxx XxxXxx Growth |
51. |
ProShares UltraShort Russell2000 Value |
52. |
ProShares UltraShort Russell2000 Growth |
53. |
ProShares Short MSCI Emerging Markets |
54. |
ProShares Short MSCI EAFE |
55. |
ProShares UltraShort MSCI Emerging Markets |
56. |
ProShares UltraShort MSCI Japan |
57. |
ProShares UltraShort MSCI EAFE |
58. |
ProShares UltraShort FTSE China 25 |
59. |
ProShares UltraShort 7-10 Year Treasury |
60. |
ProShares UltraShort 20+ Year Treasury |
61. |
ProShares Ultra FTSE China 25 |
62. |
ProShares Ultra MSCI Japan |
63. |
ProShares Ultra Telecommunications |
64. |
ProShares UltraShort Telecommunications |
65. |
ProShares Short Financials |
66. |
ProShares Short Oil & Gas |
67. |
ProShares Ultra MSCI EAFE |
68. |
ProShares Ultra MSCI Emerging Markets |
69. |
ProShares Ultra Russell3000 |
70. |
ProShares UltraShort MSCI Europe |
71. |
ProShares UltraShort MSCI Pacific ex-Japan |
72. |
ProShares UltraShort MSP Brazil |
73. |
ProShares UltraShort MSCI Mexico Investable Market |
74. |
ProShares UltraShort Russell3000 |
75. |
ProShares Credit Suisse 130/30 |
76. |
ProShares UltraPro S&P500 |
77. |
ProShares UltraPro Short S&P500 |
78. |
ProShares Short 20+ Year Treasury |
79. |
ProShares Ultra 7-10 Year Treasury |
80. |
ProShares Ultra 20+ Year Treasury |
81. |
ProShares UltraPro Dow30 |
82. |
ProShares UltraPro MidCap400 |
83. |
ProShares UltraPro Russell2000 |
84. |
ProShares UltraPro QQQ |
85. |
ProShares UltraPro Short Dow30 |
86. |
ProShares UltraPro Short MidCap400 |
87. |
ProShares UltraPro Short Russell2000 |
88. |
ProShares UltraPro Short QQQ |
89. |
ProShares Short Basic Materials |
90. |
ProShares Short Real Estate |
91. |
ProShares Short FTSE China 25 |
92. |
ProShares Ultra Nasdaq Biotechnology |
93. |
ProShares UltraShort Nasdaq Biotechnology |
94. |
ProShares Ultra KBW Regional Banking |
95. |
ProShares Short KBW Regional Banking |
96. |
ProShares Ultra MSCI Europe |
97. |
ProShares Ultra MSCI Pacific ex-Japan |
98. |
ProShares Ultra MSCI Brazil |
99. |
ProShares Ultra MSCI Mexico Investable Market |
100. |
ProShares RAFilong/Short |
101. |
ProShares Hedge Replication ETF |
102. |
ProShares UltraShort TIPS |
103. |
ProShares Short High Yield |
104. |
ProShares Short Investment Grade Corporate |
105. |
ProShares Ultra Short 3-7 Year Treasury |
106. |
ProShares Short 7-10 Year Treasury |
107. |
ProShares Ultra High Yield |
108. |
ProShares Ultra Investment Grade Corporate |
109. |
ProShares German Sovereign/Sub-Sovereign ETF |
110. |
ProShares UltraPro 10 Year TIPS/TSY Spread |
111. |
ProShares UltraPro Short 10 Year TIPS/TSY Spread |
112. |
ProShares 30 Year TIPS/TSY Spread |
113. |
ProShares Short 30 Year TIPS/TSY Spread |
114. |
ProShares UltraPro MSCI Emerging Markets |
115. |
ProShares UltraPro Short MSCI Emerging Markets |
116. |
ProShares UltraPro 20+ Year Treasury |
117. |
ProShares Ultra Pro Short 20+ Year Treasury |
118. |
ProShares USD Covered Bond |
119. |
ProShares UltraPro Financials |
120. |
ProShares UltraPro Short Financials |
FUND SERVICE AGREEMENT
SCHEDULED
FEE
Schedule
Fund Accounting, Fund Administration and Standard Fund Regulatory Services
The annual fees set forth on this Schedule B include the (1) per fund fees for funds that hold securities, other than cash equivalents, (2) per
fund fees for funds that do not hold securities, except for cash equivalents, and (3) out-of-pocket expenses described in Section 5, which will be valid for the services described in this Agreement. The fees described herein will not be
subject to change for a period of three (3) years following June 1, 2011. JPM will monitor the funds for securities holdings on a quarterly basis and will obtain the Trust’s prior approval for any proposed changes .
|
(1) |
Annual fee for funds that hold securities other than cash equivalents (calculated monthly based on average daily net assets) |
|
|
|
|
|
Fee Schedule (June 1st 2011 - December 31, 2011) |
|
$0 to $50 million |
|
|
16 BPS |
|
Over $50 million to $100 million |
|
|
5 BPS |
|
Over $100 million to $250 million |
|
|
3 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $ 1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
80,000 |
|
|
Beginning with an effective date of January 1st, 2012 |
|
$0 to $50 million |
|
|
15 BPS |
|
Over $50 million to $100 million |
|
|
5 BPS |
|
Over $100 million to $250 million |
|
|
3 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
75,000 |
|
The minimum fee does not apply for the initial year for any new fund.
JPM will waive 2.5 bps of the annual asset based fee for assets of each fund from $0 to $50 million for the initial twelve months of this
amended agreement beginning with an effective date of June 1, 2011. For funds where the total annual asset based fee does not exceed the minimum asset based fee for the initial year of this amendment, the minimum asset-based fee will be
decreased by the amount equal to: the average assets of the fund for the first year x 2.5 BPS.
7
Annual Cost Lot Selection Fee: $15,000 per fund, after the initial year for any new fund.
Annual PFIC Identification Fee: $1,000 per fund that holds equity securities, after the initial year for any new fund.
Annual Fee for periodic Capital Gain Estimates (up to ten): $3,000 per fund, after the initial year for any new fund,
includes calculations of equalization credits and deferred losses due to wash sales (note: this fee may be adjusted as mutually agreed periodically to account for changes in circumstances):
|
(2) |
Annual fee for funds that do not hold securities other than cash equivalents (calculated monthly based on average daily net assets) |
|
|
|
|
|
Fee Schedule (June 1st 2011- December 31, 2011) |
|
$0 to $50 million |
|
|
12 BPS |
|
Over $50 million to $100 million |
|
|
3 BPS |
|
Over $100 million to $250 million |
|
|
2.5 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
60,000 |
|
|
Beginning with an effective date of January 1st, 2012 |
|
$0 to $50 million |
|
|
11 BPS |
|
Over $50 million to $100 million |
|
|
3 BPS |
|
Over $100 million to $250 million |
|
|
2.5 BPS |
|
Over $250 million to $500 million |
|
|
2 BPS |
|
Over $500 million to $1 billion |
|
|
1 BP |
|
Over $1 billion |
|
|
0.25 BP |
|
|
|
Minimum asset-based fee |
|
$ |
55,000 |
|
The minimum fee does not apply for the initial year for any new fund.
JPM will waive 2.5 bps of the annual asset based fee for assets of each fund from $0 to $50 million for the initial twelve months of this
amended agreement beginning with an effective date of June 1, 2011. For funds where the total annual asset based fee does not exceed the minimum asset based fee for the initial year of this amendment, the minimum asset-based fee will be
decreased by the amount equal to: the average assets of the fund for the first year x 2.5 BPS.
8
Annual Fee for periodic Capital Gain Estimates (up to ten): $1,500 per fund, after the
initial year for any new fund, includes calculations of equalization credits (note: this fee may be adjusted as mutually agreed periodically to account for changes in circumstances).
|
(3) |
Out-of-Pocket Expenses |
A list of out-of-pocket expenses is provided in Section 5. X.X. Xxxxxx must obtain the Trust’s approval for any additional
out-of-pocket expenses. The Trust will reimburse X.X. Xxxxxx for Fund expenses incurred by J.P . Xxxxxx on behalf of the Trust, provided that such expenses are without markup, customary and commercially reasonable. With respect to the foregoing,
X.X. Xxxxxx shall provide, upon request by the Trust, invoices and other reasonable items requested by the Trust in order to verify such expenses.