EX-99.28.G.11 2 fp0035098_ex9928g11.htm

 

SEVENTH AMENDMENT TO THE

CUSTODY AGREEMENT

 

THIS SEVENTH AMENDMENT, effective as of July 17, 2018, to the Custody Agreement dated as of June 30, 2016, as amended (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

 

RECITALS

 

WHEREAS, the parties have entered into the Agreement; and

 

WHEREAS, the Company and the Custodian desire to amend the fee schedule Exhibit L of the Agreement; and

 

WHEREAS, Article XV, Section 15.02 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties, and authorized or approved by the Board of Directors of the Company.

 

NOW, THEREFORE, the parties agree to amend and restate Exhibit L of the Agreement for the purposes of amending the custody servicing fees. Exhibit L of the Agreement is hereby replaced with the Exhibit L 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 Seventh Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

 

THE RBB FUND, INC.   U.S. BANK NATIONAL ASSOCIATION
     
By: /s/ Salvatore Faia   By: /s/ Anita Zagrodnik
     
Printed Name: Salvatore Faia   Printed Name: Anita Zagrodnik
Title: President   Title: Senior Vice President
Date: 7/19/2018   Date: 7/24/2018
 
 

Exhibit L to the Custody Agreement – The RBB Fund, Inc. Custody Services Fee Schedule at June 30, 2016, as amended

 

Annual Fee Based Upon Market Value on Net Assets Per Fund

[ ] basis points on all assets

 

Plus portfolio transaction fees

 

Portfolio Transaction Fees

$[  ] - Book entry OTC 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.

 

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 and extraordinary expenses based upon complexity.

 

Additional Services

Additional fees apply for global servicing.

Sub Advised Funds - $[  ] per custody account per year

$[  ] -Segregated account per year

Class Action Services - $[  ] filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $[ ]

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.

 

 

Exhibit L (continued) to the Custody Agreement – The RBB Fund, Inc. - Additional Global Sub-Custodial Services Annual Fee Schedule at June 30, 2016, as amended

Country Instrument

Safekeeping

(BPS)

Transaction

Fee

Argentina All [  ] $[  ]
Australia All [  ] $[  ]
Austria All [  ] $[  ]
Bahrain All [  ] $[  ]
Bangladesh All [  ] $[  ]
Belgium All [  ] $[  ]
Benin* All [  ] $[  ]
Bermuda All [  ] $[  ]
Botswana All [  ] $[  ]
Brazil All [  ] $[  ]
Bulgaria All [  ] $[  ]
Burkina Faso All [  ] $[  ]
Canada All [  ] $[  ]
Cayman Islands* All [  ] $[  ]
Channel Islands* All [  ] $[  ]
Chile All [  ] $[  ]
China (A Shares) All [  ] $[  ]
China (B Shares) All [  ] $[  ]
Columbia All [  ] $[  ]
Costa Rica All [  ] $[  ]
Croatia All [  ] $[  ]
Cyprus All [  ] $[  ]
Czech Republic All [  ] $[  ]
Denmark All [  ] $[  ]
Ecuador All [  ] $[  ]
Estonia All [  ] $[  ]
Euromarkets** All [  ] $[  ]
Finland All [  ] $[  ]
France All [  ] $[  ]
Germany All [  ] $[  ]
Ghana All [  ] $[  ]
Greece All [  ] $[  ]
Guinea Bissau All [  ] $[  ]
Hong Kong All [  ] $[  ]
Hungary All [  ] $[  ]
Iceland All [  ] $[  ]
India All [  ] $[  ]
Indonesia All [  ] $[  ]
Ireland All [  ] $[  ]
Israel All [  ] $[  ]
Italy All [  ] $[  ]
Ivory Coast All [  ] $[  ]
Jamaica* All [  ] $[  ]
Japan All [  ] $[  ]
Jordan All [  ] $[  ]
Kazakhstan All [  ] $[  ]
Kenya All [  ] $[  ]
Latvia Equities [  ] $[  ]
       

 

Country Instrument

Safekeeping

(BPS)

Transaction

Fee

Latvia Equities [  ] $[  ]
Lebanon All [  ] $[  ]
Lithuania All [  ] $[  ]
Luxembourg All [  ] $[  ]
Malaysia All [  ] $[  ]
Mali All [  ] $[  ]
Malta All [  ] $[  ]
Mauritius All [  ] $[  ]
Mexico All [  ] $[  ]
Morocco All [  ] $[  ]
Namibia All [  ] $[  ]
Netherlands All [  ] $[  ]
New Zealand All [  ] $[  ]
Niger All [  ] $[  ]
Nigeria All [  ] $[  ]
Norway All [  ] $[  ]
Oman All [  ] $[  ]
Pakistan All [  ] $[  ]
Peru All [  ] $[  ]
Philippines All [  ] $[  ]
Poland All [  ] $[  ]
Portugal All [  ] $[  ]
Qatar All [  ] $[  ]
Romania All [  ] $[  ]
Russia Equities [  ] $[  ]
Senegal All [  ] $[  ]
Singapore All [  ] $[  ]
Slovak Republic All [  ] $[  ]
Slovenia All [  ] $[  ]
South Africa All [  ] $[  ]
South Korea All [  ] $[  ]
Spain All [  ] $[  ]
Sri Lanka All [  ] $[  ]
Swaziland All [  ] $[  ]
Sweden All [  ] $[  ]
Switzerland All [  ] $[  ]
Taiwan All [  ] $[  ]
Thailand All [  ] $[  ]
Togo All [  ] $[  ]
Tunisia All [  ] $[  ]
Turkey All [  ] $[  ]
UAE All [  ] $[  ]
United Kingdom All [  ] $[  ]
Ukraine All [  ] $[  ]
Uruguay All [  ] $[  ]
Venezuela All [  ] $[  ]
Vietnam All [  ] $[  ]
Zambia All [  ] $[  ]
Zimbabwe All [  ] $[  ]

 

Safekeeping and transaction fees assessed 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 <$[ ]:[ ];>$[ ]:[ ]
**Euromarkets – Non-Eurobonds: Surcharges vary by local market.

 

Safekeeping and transaction fees assessed on security and currency transactions.

 

 

Exhibit L (continued) to the Custody Agreement -The RBB Fund, Inc. - Additional Global Sub-Custodial Services Annual Fee Schedule at June 30, 2016, as amended

 

Base Fee - $[ ] monthly base fee per account

 

(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 [ ] ([ ]) months with the client will be charged $[ ] per claim.

 

Miscellaneous 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.

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.