EX-99.G.(I)(B) 2 cust_agmt.htm AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT cust_agmt.htm

 
USA MUTUALS
AMENDMENT TO THE
AMENDED AND RESTATED CUSTODY AGREEMENT


THIS AMENDMENT dated as of the 10th day of June, 2015, to the Amended and Restated Custody Agreement originally made and entered into as of May 22, 2007, amended and restated as of July 24, 2012 and further amended June 11, 2013 (the "Agreement"), is entered into by and between USA MUTUALS, a Delaware business trust (the "Trust" or “Company”) 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; 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Amended Exhibit B is hereby superseded and replaced with Amended Exhibit B effective May 1, 2015 attached hereto.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 Amendment to be executed by their duly authorized officers on one or more counterparts as of the date and year first written above.

 
USA MUTUALS U.S. BANK, N.A
   
By:  /s/ Jerry Szilagyi By: /s/ Michael R. McVoy
   
Name: Jerry Szilagyi Name: Michael R. McVoy
   
Title: President   Title: Senior Vice President
 


 
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Amended Exhibit B to the Amended and Restated Custody Agreement – USA Mutuals
Fund Administration & Portfolio Compliance Services, Fund Accounting, and Fund Custody Fee Schedule at May 1, 2015

Annual Basis Point Fees
Annual Fee Based Upon Average Net Assets per Fund*
___ basis points on the first $___
___ basis points on the next $___
___ basis points on the next $___
___ basis points on the next $___
___ basis points over $___

Minimum annual fee:  $___ per fund portfolio (Pricing and portfolio transactions charged separately)

New Funds
$___ per fund – Legal Fund  Administration  - Registration
1/3 of $___ year 1
2/3 of $___ year 2

Services Included in Annual Fee per Fund
§  
Advisor Information Source – On-line access to portfolio management and compliance information.
§  
Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
§  
Fund Administration Legal Services
§  
15(c) Reporting
Chief Compliance Officer Support Fee (Fund Complex)*
§  
$___ per year (Per service line – Fund Administration, Fund Accounting, Fund Custody)
Third Party Administrative Data Charges (descriptive data for each security)
§  
$___ per security per month for fund administrative data
Prices above are based on using U.S. Bancorp standard data pricing services and are subject to change.
Pricing Services
§  
$___ - Domestic Equities, Options, ADRs, Foreign Equities
§  
$___ - Domestic Corporates, Convertibles, Gov’ts, Agencies, Futures, Forwards, Currency Rates, Mortgage Backed
§  
$___ - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield
§  
$___ - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
§  
$___ - Bank Loans
§  
$___ - Swaptions
§  
$___ - Credit Default Swaps
§  
$___ per Month Manual Security Pricing (>25per day)
Fair Value Services (Charged at the Complex Level)
§  
$___ per security on the First 100 Securities
§  
$___ per security on the Balance of Securities

NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.  All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action Services
§  
$___ per Foreign Equity Security per Month
§  
$___ per Domestic Equity Security per Month

Factor Services (security paydown factor data)
§  
$___ per  CMOs, Asset Backed, Mortgage Backed Security per Month

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, Fed wire, margin variation 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.
 
 
 
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Amended Exhibit B (continued) to the Amended and Restated Custody Agreement
USA Mutuals
Fund Administration & Portfolio Compliance Services, Fund Accounting, and Fund Custody Fee Schedule at May 1, 2015



Other Custody Fees
§  
Additional fees apply for global servicing (See Attached)
§  Sub Advised Funds - $___ per custody account per year
§  
$___ – Segregated account per year
§  
No charge for the initial conversion free receipt.
Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place

Out-Of-Pocket Expenses
Including but not limited to postage, stationery, programming, special reports, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), proxies, insurance, EDGAR/XBRL filing, record retention, federal and state regulatory filing fees, expenses related to and including travel to and from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing charges, PFIC monitoring and conversion expenses (if necessary), SWIFT processing and customized reporting, expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees,  extraordinary expenses based upon complexity.

Additional Services
Available but not included above are the following services – USBFS legal administration (e.g., annual legal administration and subsequent new fund launch), daily performance reporting, daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), Master/Feeder Structures and additional services mutually agreed upon.



 
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Amended Exhibit B (continued) to the Amended and Restated Custody Agreement
USA Mutuals
Fund Administration & Portfolio Compliance Services, Fund Accounting, and Fund Global Sub-Custodial Fee Schedule at May 1, 2015

           
Country
Instrument
Safekeeping (BPS)
Transaction Fee
 
Country
Instrument
Safekeeping (BPS)
Transaction Fee
 
Country
Instrument
Safekeeping (BPS)
Transaction Fee
Argentina
All
____
$____
 
Greece
All
____
$____
 
Oman
All
____
$____
Australia
All
____
$____
 
Guinea Bissau
All
____
$____
 
Pakistan
All
____
$____
Austria
Equities/Bonds
____
$____
 
Hong Kong
All
____
$____
 
Peru
All
____
$____
Austria
Depo Receipt
____
$____
 
Hungary
All
____
$____
 
Philippines
All
____
$____
Austria
Non ATS ALL
____
$____
 
Iceland
All
____
$____
 
Poland
All
____
$____
Bahrain
All
____
$____
 
India
All
____
$____
 
Portugal
All
____
$____
Bangladesh
All
____
$____
 
Indonesia
All
____
$____
 
Qatar
All
____
$____
Belgium
All
____
$____
 
Ireland
All
____
$____
 
Romania
All
____
$____
Benin
All
____
$____
 
Israel
All
____
$____
 
Russia
Equities/Bonds
____
$____
Bermuda
All
____
$____
 
Italy
All
____
$____
 
Russia
MINFIN
____
$____
Botswana
All
____
$____
 
Ivory Coast
All
____
$____
 
Senegal
All
____
$____
Brazil
All
____
$____
 
Japan
All
____
$____
 
Singapore
All
____
$____
Bulgaria
All
____
$____
 
Jordan
All
____
$____
 
Slovak Republic
All
____
$____
Burkina Faso
All
____
$____
 
Kazakhstan
Equities
____
$____
 
Slovenia
All
____
$____
Canada
All
____
$____
 
Kazakhstan
Bonds
____
$____
 
South Africa
All
____
$____
Cayman Islands*
All
____
$____
 
Kenya
All
____
$____
 
South Korea
All
____
$____
Channel Islands*
All
____
$____
 
Kuwait
All
____
$____
 
Spain
All
____
$____
Chile
All
____
$____
 
Latvia
Equities/Bonds
____
$____
 
Sri Lanka
All
____
$____
China-Shanghai
All
____
$____
 
Latvia
Gov’t Bonds
____
$____
 
Swaziland
All
____
$____
China-Shenzhen
All
____
$____
 
Lebanon
All
____
$____
 
Sweden
All
____
$____
Columbia
All
____
$____
 
Lithuania
All
____
$____
 
Switzerland
All
____
$____
Costa Rica
All
____
$____
 
Luxembourg
All
____
$____
 
Taiwan
All
____
$____
Croatia
All
____
$____
 
Malaysia
All
____
$____
 
Thailand
All
____
$____
Cyprus
All
____
$____
 
Mali
All
____
$____
 
Togo
All
____
$____
Czech Republic
All
____
$____
 
Malta
All
____
$____
 
Tunisia
All
____
$____
Denmark
All
____
$____
 
Mauritius
All
____
$____
 
Turkey
All
____
$____
Ecuador
All
____
$____
 
Mexico
All
____
$____
 
UAE
All
____
$____
Egypt
All
____
$____
 
Morocco
All
____
$____
 
United Kingdom
All
____
$____
Estonia
All
____
$____
 
Namibia
All
____
$____
 
Ukraine
All
____
$____
Euromarkets**
All
____
$____
 
Netherlands
All
____
$____
 
Uruguay
All
____
$____
Finland
All
____
$____
 
New Zealand
All
____
$____
 
Venezuela
All
____
$____
France
All
____
$____
 
Niger
All
____
$____
 
Vietnam*
All
____
$____
Germany
All
____
$____
 
Nigeria
All
____
$____
 
Zambia
All
____
$____
Ghana
All
____
$____
 
Norway
All
____
$____
 
Zimbabwe
All
____
$____
*Additional customer documentation and indemnification will be required prior to establishing account in these markets
**Euromarkets – Non-Eurobonds:  Surcharges vary by local market
Safekeeping and transaction fees are assessed on security and currency transactions.
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 For Global Services
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.  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.
SWIFT reporting and message fees.
*Fees are calculated pro rata and billed monthly.
 
 
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