THE MERGER FUND FIRST AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
THE MERGER FUND
FIRST AMENDMENT TO THE
AMENDED AND RESTATED CUSTODY AGREEMENT
THIS FIRST AMENDMENT, dated as of the 19th day of January, 2011, to the Amended and Restated Custody Agreement, dated as of July 15, 2008 (the "Agreement"), is entered into by and between THE MERGER FUND, a Massachusetts 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 amend the fees of the Agreement;
WHEREAS, Article XIV, Section 14.04 of the Agreement allows for an amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.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.
| THE MERGER FUND | U.S. BANK, N.A. | |
| By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: Chief Operating Officer | Title: Vice President |
1
Amended Exhibit D to the Amended and Restated Custody Agreement
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DOMESTIC CUSTODY SERVICES
ANNUAL FEE SCHEDULE
The Merger Fund
Effective January 1, 2011
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Annual Fee Based Upon Market Value Per Fund
__ basis point on first $___
__ basis points on the balance
CCO Support Services - $___ per year
Portfolio Transaction Fees
$ __ per disbursement (waived if U.S. Bancorp is Administrator)
$ __ per US Bank repurchase agreement transaction
$ __ per book entry security (depository or Federal Reserve system) and non-US Bank REPO agrmt
$ __ per portfolio transaction processed through our New York custodian definitive security (physical)
$ __ per principal paydown
$ __ per option/future contract written, exercised or expired
$ __ per Cedel/Euroclear transaction
$ __ per mutual fund trade
$ __ per Fed Wire
$ __ per margin variation Fed wire
$ __ per short sale
$ __ per segregated account per year
ReportSource - $__ /month – Web reporting
· 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 out-of-pocket expenses and extraordinary expenses based upon complexity, including items such as shipping fees or transfer fees.
Fees are billed monthly.
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2
Amended Exhibit D (continued) to the Amended and Restated Custody Agreement
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GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at January, 2011
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||||||||
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Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
__
|
$__
|
Lebanon
|
All
|
__
|
$__
|
|
|
Australia
|
All
|
__
|
$__
|
Lithuania
|
All
|
__
|
$__
|
|
|
Austria
|
All
|
__
|
$__
|
Luxembourg
|
All
|
__
|
$__
|
|
|
Bahrain
|
All
|
__
|
$__
|
Malaysia
|
All
|
__
|
$__
|
|
|
Bangladesh
|
All
|
__
|
$__
|
Mali*
|
All
|
__
|
$__
|
|
|
Belgium
|
All
|
__
|
$__
|
Malta
|
All
|
__
|
$__
|
|
|
Benin*
|
All
|
__
|
$__
|
Mauritius
|
All
|
__
|
$__
|
|
|
Bermuda
|
All
|
__
|
$__
|
Mexico
|
All
|
__
|
$__
|
|
|
Botswana
|
All
|
__
|
$__
|
Morocco
|
All
|
__
|
$__
|
|
|
Brazil
|
All
|
__
|
$__
|
Namibia
|
All
|
__
|
$__
|
|
|
Bulgaria
|
All
|
__
|
$__
|
Netherlands
|
All
|
__
|
$__
|
|
|
Burkina Faso*
|
All
|
__
|
$__
|
New Zealand
|
All
|
__
|
$__
|
|
|
Canada
|
All
|
__
|
$__
|
Niger*
|
All
|
__
|
$__
|
|
|
Cayman Islands*
|
All
|
__
|
$__
|
Nigeria
|
All
|
__
|
$__
|
|
|
Channel Islands*
|
All
|
__
|
$__
|
Norway
|
All
|
__
|
$__
|
|
|
Chile
|
All
|
__
|
$__
|
Oman
|
All
|
__
|
$__
|
|
|
China“A” Shares
|
All
|
__
|
$__
|
Pakistan
|
All
|
__
|
$__
|
|
|
China“B” Shares
|
All
|
__
|
$__
|
Peru
|
All
|
__
|
$__
|
|
|
Columbia
|
All
|
__
|
$__
|
Philippines
|
All
|
__
|
$__
|
|
|
Costa Rica
|
All
|
__
|
$__
|
Poland
|
All
|
__
|
$__
|
|
|
Croatia
|
All
|
__
|
$__
|
Portugal
|
All
|
__
|
$__
|
|
|
Cyprus*
|
All
|
__
|
$__
|
Qatar
|
All
|
__
|
$__
|
|
|
Czech Republic
|
All
|
__
|
$__
|
Romania
|
All
|
__
|
$__
|
|
|
Denmark
|
All
|
__
|
$__
|
Russia
|
Equities/Bonds
|
__
|
$__
|
|
|
Ecuador
|
All
|
__
|
$__
|
Russia
|
MINFINs
|
__
|
$__
|
|
|
Egypt
|
All
|
__
|
$__
|
Senegal*
|
All
|
__
|
$__
|
|
|
Estonia
|
All
|
__
|
$__
|
Singapore
|
All
|
__
|
$__
|
|
|
Euromarkets(3)
|
All
|
__
|
$__
|
Slovak Republic
|
All
|
__
|
$__
|
|
|
Finland
|
All
|
__
|
$__
|
Slovenia
|
All
|
__
|
$__
|
|
|
France
|
All
|
__
|
$__
|
South Africa
|
All
|
__
|
$__
|
|
|
Germany
|
All
|
__
|
$__
|
South Korea
|
All
|
__
|
$__
|
|
|
Ghana
|
All
|
__
|
$__
|
Spain
|
All
|
__
|
$__
|
|
|
Greece
|
All
|
__
|
$__
|
Sri Lanka
|
All
|
__
|
$__
|
|
|
Guinea Bissau*
|
All
|
__
|
$__
|
Swaziland
|
All
|
__
|
$__
|
|
|
Hong Kong
|
All
|
__
|
$__
|
Sweden
|
All
|
__
|
$__
|
|
|
Hungary
|
All
|
__
|
$__
|
Switzerland
|
All
|
__
|
$__
|
|
|
Iceland
|
All
|
__
|
$__
|
Taiwan
|
All
|
__
|
$__
|
|
|
India
|
All
|
__
|
$__
|
Thailand
|
All
|
__
|
$__
|
|
|
Indonesia
|
All
|
__
|
$__
|
Togo*
|
All
|
__
|
$__
|
|
|
Ireland
|
All
|
__
|
$__
|
Trinidad & Tobago*
|
All
|
__
|
$__
|
|
|
Israel
|
All
|
__
|
$__
|
Tunisia
|
All
|
__
|
$__
|
|
|
Italy
|
All
|
__
|
$__
|
Turkey
|
All
|
__
|
$__
|
|
|
Ivory Coast
|
All
|
__
|
$__
|
UAE
|
All
|
__
|
$__
|
|
|
Jamaica*
|
All
|
__
|
$__
|
United Kingdom
|
All
|
__
|
$__
|
|
|
Japan
|
All
|
__
|
$__
|
Ukraine
|
All
|
__
|
$__
|
|
|
Jordan
|
All
|
__
|
$__
|
Uruguay
|
All
|
__
|
$__
|
|
|
Kazakhstan
|
All
|
__
|
$__
|
Venezuela
|
All
|
__
|
$__
|
|
|
Kenya
|
All
|
__
|
$__
|
Vietnam*
|
All
|
__
|
$__
|
|
|
Latvia
|
Equities
|
__
|
$__
|
Zambia
|
All
|
__
|
$__
|
|
|
Latvia
|
Bonds
|
__
|
$__
|
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* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
Base Fee - A monthly base charge of $__ per account (fund) will apply.
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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 (surcharge schedule available upon request).
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§
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For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
3
Straight Through Processing – fees waived.
Cash Transactions:
|
§
|
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $__.
|
Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed. 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. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, 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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§
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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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4