VIRTUS ETF TRUST II 485BPOS
Exhibit
99(h)(3)(a)
EXECUTION
AMENDMENT
TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
(Tailored
Shareholder Reports)
This
Amendment is an amendment to the Fund Administration and Accounting Agreement between The Bank of New York Mellon (“BNY”)
and Virtus ETF Trust II (“Customer”) dated as of December 17, 2015, as amended from time to time (the “Agreement”).
The
date of this Amendment is August 27, 2024.
Intending
to be legally bound, BNY and Customer hereby agree as follows:
| 1. | The
description of services currently set forth in the Agreement relating to BNY’s
preparation of annual and semi-annual shareholder reports is hereby deleted from the
Agreement, the typesetting services that are currently applicable to BNY’s preparation
of annual and semi-annual shareholder reports will no longer be applicable to BNY’s
preparation of annual and semi-annual shareholder reports, and the following terms regarding
BNY’s preparation of annual and semi-annual shareholder reports are hereby added
to the Agreement: |
| a. | BNY
will prepare a fund’s respective class level annual and semi-annual shareholder
reports with respect to a fund registered on Form N-1A for shareholder delivery, inclusion
in Form N-CSR and webhosting. |
| ■ | The
foregoing preparation of annual and semi-annual shareholder reports requires typesetting services, and the following terms apply
to the typesetting services applicable to BNY’s preparation of the aforementioned annual and semi-annual shareholder reports: |
| ● | BNY
will create financial compositions for the applicable financial report and related XXXXX
files. |
| ● | BNY
will maintain country codes, industry class codes, security class codes, and state codes. |
| ● | BNY
will create components that will specify the proper grouping and sorting for display
of portfolio information. |
| ● | BNY
will create components that will specify the proper calculation and display of financial
data required for each applicable financial report (except for identified manual entries,
which BNY will enter). |
| ● | BNY
will process, convert, and load security and general ledger data. |
| ● | BNY
will perform document publishing, including the output of print-ready PDF files and XXXXX
html files (such XXXXX html files will be limited to one per the applicable financial
report and unless mutually agreed to in writing between BNY and Customer, BNY will use
the same layout for production data for every successive reporting period). |
| ● | BNY
will generate financial reports (using the capabilities of a financial printer or other
vendor) which include the following: |
| ○ | identifying
information at the beginning of the shareholder report; |
| ○ | Management
Discussion of Fund Performance (semi-annual shareholder report at Customer’s option); |
| ○ | key
fund statistics including total advisory fees paid by the fund, portfolio turnover rate,
net assets, and number of holdings; |
| ○ | graphical
representation of holdings; |
| ○ | material
fund changes (if applicable) (semi-annual shareholder report at Customer’s option); |
| ○ | changes
in and disagreements with accountants in summary form (if applicable); |
| ○ | statement
regarding the availability of certain additional information; and |
EXECUTION
| ○ | additional
fund information as mutually agreed in writing between BNY and Customer. |
| ● | Unless
mutually agreed in writing between BNY and Customer, BNY will use the same layout and
format for every successive reporting period for the typeset reports. At the request
of Customer and upon the mutual written agreement of BNY and Customer as to the scope
of any changes and additional compensation of BNY, BNY will, or will cause the financial
printer or other applicable vendor to, change the format or layout of reports from time
to time. |
| b. | BNY
will prepare a fund’s annual and semi-annual shareholder reports with respect to
a fund not registered on Form N-1A for shareholder delivery and inclusion in Form N-CSR. |
| ■ | The
foregoing preparation of annual and semi-annual shareholder reports requires typesetting
services, and the following terms apply to the typesetting services applicable to BNY’s
preparation of the aforementioned annual and semi-annual shareholder reports: |
| ● | BNY
will create financial compositions for the applicable financial report and related XXXXX
files. |
| ● | BNY
will maintain country codes, industry class codes, security class codes, and state codes. |
| ● | BNY
will map individual general ledger accounts into master accounts to be displayed in the
applicable financial reports. |
| ● | BNY
will create components that will specify the proper grouping and sorting for display
of portfolio information. |
| ● | BNY
will create components that will specify the proper calculation and display of financial
data required for each applicable financial report (except for identified manual entries,
which BNY will enter). |
| ● | BNY
will process, convert, and load security and general ledger data. |
| ● | BNY
will include data in financial reports provided from external parties to BNY which includes,
but is not limited to: shareholder letters, “Management Discussion and Analysis”
commentary, notes on performance, notes to financials, report of independent auditors,
fund management listing, service providers listing, and fund spectrums. |
| ● | BNY
will perform document publishing, including the output of print-ready PDF files and XXXXX
html files (such XXXXX html files will be limited to one per the applicable financial
report and unless mutually agreed to in writing between BNY and Customer, BNY will use
the same layout for production data for every successive reporting period). |
| ● | BNY
will generate financial reports (using the capabilities of a financial printer or other
vendor) which include the following: |
| ○ | Management
Discussion and Analysis commentary; |
| ○ | sector
weighting graphs/tables; |
| ○ | disclosure
of fund expenses; |
| ○ | schedules
of investments; |
| ○ | statement
of net assets; |
| ○ | statements
of assets and liabilities; |
| ○ | statements
of operation; |
| ○ | statements
of cash flows; |
| ○ | notes
to financial statements; |
| ○ | report
of independent registered public accounting firm; |
EXECUTION
| ○ | additional
fund information as mutually agreed in writing between BNY and Customer. |
| ● | Unless
mutually agreed in writing between BNY and Customer, BNY will use the same layout and
format for every successive reporting period for the typeset reports. At the request
of Customer and upon the mutual written agreement of BNY and Customer as to the scope
of any changes and additional compensation of BNY, BNY will, or will cause the financial
printer or other applicable vendor to, change the format or layout of reports from time
to time. |
| 2. | With
respect to each fund for which BNY prepares a Form N-CSR BNY will continue to prepare
such fund’s schedule of investments, financial statements, financial highlights,
and other detailed information for inclusion in the Form N-CSR. The foregoing preparation
of a schedule of investments, financial statements, financial highlights, and other detailed
information requires typesetting services, and the typesetting services terms set forth
in section 1(b) above apply to the typesetting services applicable to BNY’s preparation
of the aforementioned schedule of investments, financial statements, financial highlights,
and other detailed information. |
| 3. | The
parties hereto expressly agree that this Amendment may be executed in one or more counterparts
and expressly agree that such execution may occur by manual signature on a physically
delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted
by facsimile transmission, by a manual signature on a copy of this Amendment transmitted
as an imaged document attached to an email, or by "Electronic Signature", which
is hereby defined to mean inserting an image, representation, or symbol of a signature
into an electronic copy of this Amendment by electronic, digital, or other technological
methods. Each counterpart executed in accordance with the foregoing will be deemed an
original, with all such counterparts together constituting one and the same instrument.
The exchange of executed counterparts of this Amendment or of executed signature pages
to counterparts of this Amendment, in either case by facsimile transmission or as an
imaged document attached to an email transmission, will constitute effective execution
and delivery of this Amendment and may be used for all purposes in lieu of a manually
executed and physically delivered copy of this Amendment. |
Each
party hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated
below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this
Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement
with its terms.
Agreed:
Virtus ETF Trust II |
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The Bank of New York Mellon |
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By: | /s/ Xxxxxxx
X. Xxxxx |
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By: | /s/ Xxxxxxx Xxxxxxx |
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Name: | Xxxxxxx
X. Xxxxx |
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Name: | Xxxxxxx Xxxxxxx |
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Title: | Chief
Financial Officer |
|
Title: | Senior Vice President |
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