EX-99.(H)(3)(E) 9 absolutesharestrustetf-func.htm EX-99.(H)(3)(E) SIXTH AMEND TO FUND ACCOUNTING SERVICING AGRMT Document
Exhibit (h)(3)(e)
Redacted
Fee Schedule has been excluded because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

SIXTH AMENDMENT TO THE ABSOLUTE SHARES TRUST
FUND ACCOUNTING SERVICING AGREEMENT

    THIS SIXTH AMENDMENT, effective as of September 1, 2023 (the “Effective Date”), to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, d/b/a U.S. Bank Global Fund Services a Wisconsin limited liability company (“Fund Services”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees listed in Amended Exhibit B of the Agreement; and

WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement as follows:

1.Amended Exhibit B is hereby superseded and replaced with Amended Exhibit B attached hereto.

    IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be executed by a duly authorized officer on one or more counterparts as of the Effective Date.

ABSOLUTE SHARES TRUST U.S. BANCORP FUND SERVICES, LLC
   
By:/s/ Steven Van Solkema By:
/s/ Jason Hadler
Name:
Steven Van Solkema
 Name:
Jason Hadler
Title:Principal Financial Officer and Treasurer     Title:Sr. Vice President     

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Exhibit (h)(3)(e)
Amended Exhibit B to the Fund Accounting Servicing Agreement – Absolute Shares Trust

Base Fee for Accounting, Administration, Transfer Agent & Account Services

The following reflects the greater of the basis point fee or annual minimum where WBI Investments
("Adviser") acts as investment adviser to the fund(s).

Annual Minimum per Fund1            Basis Points on Trust AUM1
$[ ] for Funds [ ]-[ ]          [ ] on the first $[ ]
$[ ] for Funds [ ]-[ ]              [ ] on the next $[ ]    
$[ ] for Funds [ ]+              [ ] on the next $[ ]    
                        [ ] on the balance

See APPENDIX A for Services and Associated Fees in addition to the Base Fee
See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees

This agreement shall exist for a period of 5 years, at which point it will renew yearly.

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that
changes to applicable laws, rules or regulations require additional work or expenses related to services
provided (e.g., compliance with new liquidity risk management and reporting requirements).

¹ Subject to annual CPI increase - All Urban Consumers - U.S. City Average index, provided that the CPI
adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is
negative).

Fees are calculated pro rata and billed monthly


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Exhibit (h)(3)(e)
Appendix A - Accounting, Administration, Transfer Agent &
Account Services (in addition to the Base Fee)
Pricing Services

For daily pricing of each securities (estimated 252 pricing days annually)

$[ ] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps
$[ ] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to:Domestic Corporates, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds
$[ ] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities Money Market Instruments, Foreign Corporates, Governments and Agency Bonds, and High Yield Bonds
$[ ] - Bank Loans
Intraday money market funds pricing, up to 3 times per day
$[ ] per Month Manual Security Pricing (>25 per day)

Derivative Instruments are generally charged at the following rates:
o$[ ] – Interest Rate Swaps, Foreign Currency Swaps
o$[ ] – Swaptions
o$[ ] – Credit Default Swaps


Note: Prices are based on using U.S. Bank primary pricing service which may vary by security type and
are subject to change. Prices do not include set-up fees which may be charged on certain derivative
instruments such as swaps. 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 types,
such as CLOs, CDOs and complex derivative instruments, which may result in additional swap set up
fees. All schedules subject to change depending upon the use of unique security type requiring special
pricing or accounting arrangements.

Corporate Action and Factor Services

Fee for ICE data used to monitor corporate actions

$[ ] per Foreign Equity Security per Month
$[ ] per Domestic Equity Security per Month
$[ ] per CMO, Asset Backed, Mortgage Backed Security per Month
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
$[ ] per security per month for fund administrative


SEC Modernization Requirements
$[ ] per year, per Fund - Form N-PORT
$[ ] per year, per Fund - Form N-CEN

Chief Compliance Officer Support Fee

$[ ] per trust for each U.S. Bank service selected (administration, accounting, transfer agent,
custodian) - CCO support annual fee

Chief Compliance Officer Support Fee includes the following services:
■ Access to the CCO Portal including business line Critical Procedures, Compliance Controls, Testing
of Controls, Annual U.S. Bank Global Fund Services CCO Review, SOC/ SSAE audits of business
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Exhibit (h)(3)(e)
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■ Quarterly 38a-1 certifications to the CCO regarding any changes to critical policies, procedures and
controls and compliance events as required under Rule 38a-1 of the Investment Company Act
■ Quarterly CCO teleconferences and other periodic events and webinars
■ CCO forums held periodically throughout the year in major cities
■ Annual client conference which includes CCO roundtable discussions

NOTE: the CCO Support team does NOT serve as the Fund CCO

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

Fees are calculated pro rata and billed monthly




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Exhibit (h)(3)(e)
Appendix B Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client need and/or request)
Daily Compliance Services
$[ ] per fund group per year - Base fee
$[ ] per fund group - Setup

Section 18 Daily Compliance Testing (for derivatives and leverage)
■ $[ ] set up fee per fund complex
■ $[ ] per fund per month

Controlled Foreign Corporation (CFC)

■ $[ ] plus U.S. Bank Fee Schedule

C- Corp Administrative Services
■ $[ ] plus 1940 Act C-Corp - U.S. Bank Fee Schedule
■ $[ ] plus 1933 Act C-Corp - U.S. Bank Fee Schedule

Ongoing Annual Regulatory Administration Services
Add the following for regulatory administration services in support of external legal counsel, including
annual registration statement update and drafting of supplements:
■ $[ ] for first four funds in same statutory prospectus
■ $[ ] for each of the next three funds in the same statutory prospectus
Section 15(c) Reporting
$[ ] per fund per standard reporting package*
■ Additional 15c reporting is subject to additional charges
■ Standard data source - Morningstar; additional charges will apply for other data services

*Standard reporting packages for annual 15(c) meeting
● Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
● Performance reporting package: Peer Comparison Report
Equity & Fixed Income Attribution Reporting
■ Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Reporting (valuation reporting and support):
■ $[ ] per fund

Customized delivery of data:
■ TBD

Core Tax Services

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Exhibit (h)(3)(e)
M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal
year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form
8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign
Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend
Estimates (Limited to two).

Optional Tax Services
The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise
year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal
income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form
1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state
returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services
excluded from the Base Fee are:
■ $[ ] per year - Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations
(CFCs)
■ $[ ] per additional estimate - Additional Capital Gain Dividend Estimates - (First two included in
core services)
■ $[ ] per additional return - State tax returns - (First two included in core services)

Tax Reporting - C-Corporations

Federal Tax Returns
■ $[ ] - Prepare corporate Book to tax calculation, average cost analysis and cost basis role
forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout
Analysis)
■ Prepare Federal and State extensions (If Applicable) - Included in the return fees
■ $[ ] Per estimate - Prepare provision estimates

State Tax Returns
■ $[ ] per state return - Prepare state income tax returns for funds and blocker entities
● $[ ] per state return - Sign state income tax returns
Assist in filing state income tax returns - Included with preparation of returns
■ $[ ] per fund - State tax notice consultative support and resolution

Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately
billed as incurred: Charges associated with accelerated effectiveness at DTCC, Portfolio Composition File
(PCF) management services, SWIFT processing, customized reporting, third-party data provider costs
(including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies,
insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses
related to and including travel to and from Board of Trustee meetings, third party auditing and legal
expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if
necessary), and travel related costs.

Fees are calculated pro rata and billed monthly


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