FIFTH AMENDMENT TO THE CUSTODY AGREEMENT
FIFTH AMENDMENT TO THE
THIS FIFTH AMENDMENT dated as of February 16, 2017, to the Custody Agreement, originally made and entered into as of October 23, 2009, as amended February 4, 2011, March 25, 2013, October 24, 2013 and October 22, 2015 (the “Agreement”), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the “Trust”) on behalf of the CONVERGENCE FUNDS (the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the Trust and USBFS desire to amend the fees of the Agreement; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.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 Fifth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
By: /s/ Xxxx X. Xxxxxx
|
By: /s/ Xxxxxxx X. Xxxxxxx
|
Name: Xxxx X. Xxxxxx
|
Name: Xxxxxxx X. Xxxxxxx
|
Title: President
|
Title: Vice President
|
Amended Exhibit D to the
Custody Services Fee Schedule at January, 2017
Annual Fee Based Upon Market Value per Fund*
___ basis point on average daily market value of all long securities and cash held in the portfolio
Minimum annual fee per fund – $___
Plus portfolio transaction fees
Portfolio Transaction Fees
$___ |
– Book entry DTC transaction, Federal Reserve transaction
|
$___
|
-- Principal paydown
|
$___ |
– Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
|
$___ |
– Option/SWAPS/future contract written, exercised or expired
|
$___ |
– Mutual fund trade, Margin Variation Wire and outbound Fed wire
|
$___ |
– Physical security transaction
|
$___ |
– Check disbursement (waived if U.S. Bancorp is Administrator)
|
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Miscellaneous 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, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.
Additional Services
Additional fees apply for global servicing.
$___ – per Sub Advisor
$___ – per Segregated custody account
No charge for the initial conversion free receipt.
Overdrafts – charged to the account at prime interest rate plus ___ unless a line of credit is in place.
* Subject to annual CPI increase – All Urban Consumers – U.S. City Average.
Fees are calculated pro rata and billed monthly.
Advisor’s signature below acknowledges approval of the fee schedule on this Amended Exhibit D
CONVERGENCE INVESTMENT PARTNERS, LLC
By: /s/ Xxxxx X. Abitz_________________________
Printed Name and Title: Xxxxx X. Xxxxx President
Date: 2/20/2017
2
Amended Exhibit D (continued) to the
Additional Global Sub-Custodial Services Annual Fee Schedule (continued) at
January, 2017
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
____
|
$____
|
Lithuania
|
All
|
____
|
$____
|
|
Australia
|
All
|
____
|
$____
|
Luxembourg
|
All
|
____
|
$____
|
|
Austria
|
All
|
____
|
$____
|
Malaysia
|
All
|
____
|
$____
|
|
Bahrain
|
All
|
____
|
$____
|
Mali
|
All
|
____
|
$____
|
|
Bangladesh
|
All
|
____
|
$____
|
Malta
|
All
|
____
|
$____
|
|
Belgium
|
All
|
____
|
$____
|
Mauritius
|
All
|
____
|
$____
|
|
Benin
|
All
|
____
|
$____
|
Mexico
|
All
|
____
|
$____
|
|
Bermuda
|
All
|
____
|
$____
|
Morocco
|
All
|
____
|
$____
|
|
Botswana
|
All
|
____
|
$____
|
Namibia
|
All
|
____
|
$____
|
|
Brazil
|
All
|
____
|
$____
|
Netherlands
|
All
|
____
|
$____
|
|
Bulgaria
|
All
|
____
|
$____
|
New Zealand
|
All
|
____
|
$____
|
|
Burkina Faso
|
All
|
____
|
$____
|
Niger
|
All
|
____
|
$____
|
|
Canada
|
All
|
____
|
$____
|
Nigeria
|
All
|
____
|
$____
|
|
Cayman Islands*
|
All
|
____
|
$____
|
Norway
|
All
|
____
|
$____
|
|
Channel Islands*
|
All
|
____
|
$____
|
Oman
|
All
|
____
|
$____
|
|
Chile
|
All
|
____
|
$____
|
Pakistan
|
All
|
____
|
$____
|
|
China
|
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
|
____
|
$____
|
|
Ecuador
|
All
|
____
|
$____
|
Senegal
|
All
|
____
|
$____
|
|
Egypt
|
All
|
____
|
$____
|
Singapore
|
All
|
____
|
$____
|
|
Estonia
|
All
|
____
|
$____
|
Slovak Republic
|
All
|
____
|
$____
|
|
Euromarkets**
|
All
|
____
|
$____
|
Slovenia
|
All
|
____
|
$____
|
|
Finland
|
All
|
____
|
$____
|
South Africa
|
All
|
____
|
$____
|
|
France
|
All
|
____
|
$____
|
South Korea
|
All
|
____
|
$____
|
|
Germany
|
All
|
____
|
$____
|
Spain
|
All
|
____
|
$____
|
|
Ghana
|
All
|
____
|
$____
|
Sri Lanka
|
All
|
____
|
$____
|
|
Greece
|
All
|
____
|
$____
|
Swaziland
|
All
|
____
|
$____
|
|
Guinea Bissau
|
All
|
____
|
$____
|
Sweden
|
All
|
____
|
$____
|
|
Hong Kong
|
All
|
____
|
$____
|
Switzerland
|
All
|
____
|
$____
|
|
Hungary
|
All
|
____
|
$____
|
Taiwan
|
All
|
____
|
$____
|
|
Iceland
|
All
|
____
|
$____
|
Thailand
|
All
|
____
|
$____
|
|
India
|
All
|
____
|
$____
|
Togo
|
All
|
____
|
$____
|
|
Indonesia
|
All
|
____
|
$____
|
Tunisia
|
All
|
____
|
$____
|
|
Ireland
|
All
|
____
|
$____
|
Turkey
|
All
|
____
|
$____
|
|
Israel
|
All
|
____
|
$____
|
UAE
|
All
|
____
|
$____
|
|
Italy
|
All
|
____
|
$____
|
United Kingdom
|
All
|
____
|
$____
|
|
Ivory Coast
|
All
|
____
|
$____
|
Ukraine
|
All
|
____
|
$____
|
|
Japan
|
All
|
____
|
$____
|
Uruguay
|
All
|
____
|
$____
|
|
Jordan
|
All
|
____
|
$____
|
Venezuela
|
All
|
____
|
$____
|
|
Kazakhstan
|
All
|
____
|
$____
|
Vietnam
|
All
|
____
|
$____
|
|
Kenya
|
All
|
____
|
$____
|
Zambia
|
All
|
____
|
$____
|
|
Latvia
|
Equities
|
____
|
$____
|
Zimbabwe
|
All
|
____
|
$____
|
|
Lebanon
|
All
|
____
|
$____
|
Safekeeping and transaction fees are accessed on security and currency transactions
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Tiered by market value:<$___: ___bp;>$ ___ and <___. ___ bps; >$___: ___bps.
** Euromarkets – Non-Eurobonds: Surcharges vary by local market.
3
Amended Exhibit D to the
Additional Global Sub-Custodial Services Annual Fee Schedule (continued) at January, 2017
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: $___; 26–50 foreign securities: $___; 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 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 $___ 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.
4