WESTCHESTER CAPITAL FUNDS SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

SECOND AMENDMENT TO THE

THIS SECOND AMENDMENT, effective as of January 1, 2018, to the Transfer Agent Servicing Agreement, dated as of July 30, 2013, (the "Agreement"), is entered into by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust, (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS")

RECITALS

WHEREAS, the parties have entered into an Agreement; and

WHEREAS, the parties desire to add a fund and amend the fees of the Agreement;

WHEREAS, Section 14 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit E is hereby superseded and replaced in its entirety with Exhibit E attached hereto.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 Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

WESTCHESTER CAPITAL FUNDS  U.S. BANCORP FUND SERVICES, LLC

 

Exhibit E to the Transfer Agent Servicing Agreement – Westchester Capital Funds

Transfer Agent Servicing Agreement funds list and fee schedule

WCM Alternatives – Event Driven Fund Investor Class

WCM Alternatives – Event Driven Fund Institutional Class

WCM Alternatives Credit Event Fund Investor Class

WCM Alternatives Credit Event Fund Institutional Class

 

 

Chief Compliance Officer Support Fee*

 

§	$__ per year per fund complex

 

Miscellaneous Expenses

Including but not limited to telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor confirms, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings, electronic document archiving.

Additional Services

Available but not included above are the following services - FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, short-term trader reporting, excessive trader, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), FundSource, EConnect Delivery, Shareholder Call review analysis, statement support, mutual fund profile II services, dealer/fund merger events, NAV reprocessing and additional services mutually agreed upon.

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average

Fees are calculated pro rata and billed monthly.

The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed

Amended Exhibit E (continued) to the

Transfer Agent Servicing Agreement – Westchester Capital Funds

 

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule at January 1, 2018

 

CUSIP Setup

 

§	CUSIP Setup beyond the initial CUSIP – $__ per CUSIP

§	Expedited CUSIP Setup – $__ per  CUSIP (Less than 35 days)

 

FAN Web Responsive Design (includes Mobile Access)

 

Shareholder account access through the internet.  Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. This version of FAN Web has a completely redesigned, modern user interface which caters to a full range of connected devices, including tablets and smart phones.

§	FAN Web Premium (Fund Groups over __ open accounts)

-	Implementation – $__ per fund group – includes up to 90 hours of technical/BSA support

-	Annual Base Fee – $__ per year

§	FAN Web Select (Fund Groups under __ open accounts)

-	Implementation – $__ per fund group – includes up to 45 hours of technical/BSA support

-	Annual Base Fee – $__ per year

§	Customization – $__  per hour – (subject to change at prevailing rates of vendor)

§	Activity (Session) Fees:

-	Inquiry – $__ per event

-	Account Maintenance – $__ per event

-	Transaction – financial transactions, duplicate statement requests, etc. – $__  per event

-	New Account Set-up – $__  per event (Not available with FAN Web Select)

§	Strong Authentication:

-	$__  per month per active FAN Web ID (Any ID that has had activity within the __ -day period prior to the billing cycle)

 

FAN Mail

 

Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.

§	Base Fee Per Management Company – file generation and delivery – $__  per year

§	Per Record Charge

-	Rep/Branch/ID – $__

-	Dealer – $__

§	Price Files – $__  per record or $__  per user per month, whichever is less

 

Vision Electronic Statement Services

 

Online account access for broker/dealers, financial planners, and RIAs.

§	Account inquiry

-

Vision ID - $__  per month per ID

§	Transaction Processing*

§	Electronic Statements*

-

Implementation- $__ per fund group

-

Load charges-$__ per image

-

Archive charge (for any image stored beyond __ years)-$ __ per document

 

*Vision ID and event charges also apply.

 

FundSource

 

Client Access to audited fund information, pricing, performance, literature, processing guidelines.

-	$__ per Month – Unlimited Users

 

Electronic Correspondence

 

Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.

-	$__ per Email

 

 

Amended Exhibit E (continued) to the

Transfer Agent Servicing Agreement – Westchester Capital Funds

 

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule (Continued) at January 1, 2018

 

Client Web Data Access

 

USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.

§	RMOD – Statement Storage & Retrieval

-	Setup: $__  per user

-	Support: $__ per user per month

§	ReportSource – Report and Data File Storage & Retrieval

-	Setup: Included in initial fund setup on Transfer Agent system

-	$__  per user per month

Additional Data Delivery Services

§	Ad Hoc/PowerSelect File Development

-	Standard ad-hoc select: $__  per file

-	Custom coded data for recurring, scheduled delivery: $__  per hour consultation and programming development

-	Support: $__  per file per month for recurring files/reports scheduled for delivery via Report Source.

-	Recurring files scheduled for delivery via Report Source.

§	Custom Electronic File Exchange (DDS delivery of standard TIP files)

-	Setup: $__ one-time fee

-	Support: $__ per file per month

§	File Delivery to Alternate Sales Reporting Provider

-	Setup: $__ one-time fee

-	Maintenance Fee: $__  per file per month

 

Recordkeeping Application Access

 

§	Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers

-	$__ implementation

-	$__  per month

§	Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers

-	Cost varies depending upon location and bandwidth

§	TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.

-	$__  implementation

-	$__  per ID per month

§	TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.

-	$__ implementation

-	$__  per ID per month

§	TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.

-	$__ implementation

-	$__  per ID per month

§	Automated Work Distributor (AWD) – Image and workflow application.

-	$__ implementation

-	$__  per ID per month

§	Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.

-	$__ implementation

-	$__  per ID per month

§	PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.

-	$__ per month

 

Programming Charges

 

§	$__  per hour (subject to change)

§	Charges incurred for customized services based upon fund family requirements including but not limited to:

-	Fund setup programming (transfer agent system, statements, options, etc.)

-	Conversion programming

-	Customized service development

-	Voice response system setup (menu selections, shareholder system integration, testing, etc.)

-	All other client specific customization and/or development services

 

Outbound Calling & Marketing Campaigns

 

§	Cost based on project requirements.

 

 

Amended Exhibit E (continued) to the

Transfer Agent Servicing Agreement – Westchester Capital Funds

 

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule (Continued) at January 1, 2018

 

 

Short-Term Trader

 

Software application used to track and/or assess transaction fees that are determined to be short-term trades.  Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee.

§	90 days or less: $__ per open account

§	91-180 days: $__ per open account

§	181-270 days: $__ per open account

§	271 days – 1 year: $__ per open account

§	1 year – 2 years: $__ per open account

 

Excessive Trader

 

Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.

§	$__ setup per fund group of 1-5 funds, $__  setup per fund group of over 5 funds

§	$__ per account per year

 

Transfer Agent Training Services

 

§	On-site at USBFS – $__ per day

§	At Client Location – $__ per day plus travel and Miscellaneous expenses if required

 

Cost Basis Reporting

 

Annual reporting of shareholder cost basis for non-fiduciary direct accounts.

§	$__ per direct open account per year

 

Email Services

 

Services to capture, queue, monitor, service and archive shareholder email correspondence:

§	$__ setup per fund group

§	$__  per month administration

§	$__ per received email correspondence

 

Dealer Reclaim Services

 

Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations.  There will be no correspondence charges related to this service.

§	$__ per fund group per month

 

Literature Fulfillment Services

 

§	Account Management/Database Administration

-	$__ per month

-	Receiving – $__  per SKU

-	Order Processing – $__  per order

-	Skid Storage – $__  per month per location

-	Disposal – $__  per SKU

§	Inbound Teleservicing Only

-	Account Management – $__  per month (OR)

-	Call Servicing – $__  per call

§	Lead Source Reporting

-	$__  per month

§	Closed Loop Reporting

-	Account Management – $__  per month

-	Database Installation, Setup – $__  per fund group

§	Miscellaneous Expenses

-	Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.

 

Shareholder Call Review Analysis

 

Includes Call Sampling sent securely to client and Reporting of internal representative reviews.

§	$__  per Month

 

 

Amended Exhibit E (continued) to the

Transfer Agent Servicing Agreement – Westchester Capital Funds

 

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule (Continued) at January 1, 2018

 

CTI Reporting

 

Integrated custom detailed call reporting

§	$__  per monthly report

 

Mutual Fund Profile II Services

 

Initial data review and population as well as ongoing support of information on DTCC's Mutual Fund Profile II site

§	Initial data population:  $__ for less than __ CUSIP / $__ for __ CUSIPS or more

§	Monthly maintenance:  $__ per management company

§	Additional project fees may apply for events such as fund acquisitions, multiple fund/share class launches, share class charges and other large processing events outside of normal fund activity to be billed at rate of $__/hour

 

Charges Paid by Investors

 

Shareholder accounts will be charged based upon the type of activity and type of account, including the following:

Qualified Plan Fees

§	$__  per qualified plan account or ▇▇▇▇▇▇▇▇▇ ESA account (Cap at $__  per SSN)

§	$__ per transfer to successor trustee

§	$__ per participant distribution (Excluding SWPs)

§	$__ per refund of excess contribution

§	$__ per reconversion/recharacterization

Additional Shareholder Paid Fees

§	$__ per outgoing wire transfer or overnight delivery

§	$__ per telephone exchange

§	$__ per return check or ACH or stop payment

§	$__ per research request per account (This fee applies to requests for statements older than the prior year)

 

Physical Certificate Processing

 

Services to support the setup and processing of physical certificated shares for a fund family:

§	$__  setup per fund group

§	$__ per certificate transaction

 

Real Time Cash Flow

 

§	Implementation (one time charge) & Recurring Charges (monthly)

-	Up to 5 Users – $__

-	Over 5 Users – to be provided

§

Training

-	WebEx - $__  per user

-	On Site at USBFS – $__ per day

-	At Client Location – $__ per day plus travel and Miscellaneous expenses if required

§	Real Time Data Feeds

-	Implementation (per feed) – $__  per hour (__ hour estimate)

-	Recurring (per feed) – $__  per month

 

Fund Closing/Deconversion Fees

 

§	Programming & File Delivery – $__/hour

§	Project  Management/Analysis – $__/hour

§	Account Data Retention – $__/account/month until purged*

§	CUSIP Data Retention – $__/CUSIP/month until purged*

*FINCEN regulations require account retention for 12 months following closing.  Data is purged the first July after retention requirements have been fulfilled.

 

 

Amended Exhibit E (continued) to the

Transfer Agent Servicing Agreement – Westchester Capital Funds

 

Transfer Agent & Shareholder Services
Supplemental Services Fee Schedule (Continued) at January 1, 2018

 

Informa Shareholder Electronic Statement Services

 

Electronic Confirm Presentation

eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.

§	Document Loading, Storage, and Access – $__ per statement

§	Document Consent Processing, Suppression, and Notification – $__ per suppressed statement

§	Development & Implementation of Electronic Confirm Statements – $__ initial setup fee

Note: Quarterly minimum fee of $__.

Electronic Investor Statement Presentation

eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.

§	Document Loading, Storage, and Access – $__ per statement

§	Document Consent Processing, Suppression, and Notification – $__ per suppressed statement

§	Development & Implementation of Electronic Investor Statements – $__ initial setup fee

Electronic Tax Presentation

eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.

§	Document Loading, Storage, and Access – $__ per statement

§	Document Consent Processing, Suppression, and Notification – $__ per suppressed statement

§	Development & Implementation of Electronic Tax Statements – $__ initial setup fee

Electronic Compliance Presentation

eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.

§	Document Consent Processing, Suppression, and Notification – $__ per suppressed statement

§	Development & Implementation of Electronic Compliance Documents – $__ initial setup fee

Note: Annual compliance minimum fee of $__ .

Related FAN Web  Fees

§	View Consent Enrollment – $__ per transaction

§	Consent Enrollment – $__ per transaction

§	View Statements – $__ per view

Notes:

§	Statements presented as PDF documents

§	Statements will be loaded for all accounts, regardless of consent

§	__ year minimum term

§	Storage for two years included in Document Loading, Storage and Access fee.  Archive fee of $__ per document per year for __  years and greater, if desired

§	FAN Web customization charges also apply