SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
SECOND AMENDMENT TO THE
THIS SECOND AMENDMENT dated as of the 16th day of October, 2014, to the Fund Administration Servicing Agreement dated as of September 12, 2012, as amended January 25, 2013 (the “Agreement”), is entered into by and between FACTORSHARES TRUST, (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the ISE Cyber Security ETF and to amend the fees; and
WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by all parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit A of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit A attached hereto.
Amended Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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.
| FACTORSHARES TRUST | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ Xxxxxx Xxxxxxx, III | By: /s/ Xxxxxxx X. XxXxx |
| Name: Xxxxxx Xxxxxxx, III | Name: Xxxxxxx X. XxXxx |
| Title: President | Title: Executive Vice President |
10/2014
1
Amended Exhibit A to the Fund Administration Servicing Agreement
Separate Series of FactorShares Trust
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Name of Series
PureFunds ISE Junior Silver (Small Cap Miners/Explorers) ETF
ISE Cyber Security ETF
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10/2014
2
Amended Exhibit C to the Fund Administration Servicing Agreement – FactorShares Trust -
PureFunds ISE Junior Silver (Small Cap Miners/Explorers) ETF
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Exchange Traded Funds
FUND ACCOUNTING, FUND ADMINISTRATION, PORTFOLIO COMPLIANCE, TRANSFER AGENT,
SHAREHOLDER & ACCOUNT SERVICES FEE SCHEDULE at January, 2013
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Annual Fee Based Upon Average Net Assets Per Fund*
__ basis points on the first $ million
__ basis points on the next $ million
__ basis points on the balance
Subject to a minimum annual fee: $__per fund ($__per fund assuming __funds for the first year, $__per fund for the second year, this includes FUND ACCOUNTING, FUND ADMINISTRATION, PORTFOLIO COMPLIANCE, TRANSFER AGENT, SHAREHOLDER & ACCOUNT SERVICES as described below. Each Fund with revert to the fees listed on this fee schedule once these minimums have been exceeded or the end of 2 years, which ever comes first.)
§ $__/additional CUSIP per year
§ Additional fee of $__per manager/sub-advisor per fund
Pricing Services**
§ $__- Domestic Equities, Options, ADRs
§ $__- Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency Rates
§ $__- CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency Bonds, Asset Backed Securities, Mortgage Backed Securities
§ $__- Bank Loans
§ $__- Credit Default Swaps
§ $__- Swaptions, Index Swaps
§ $__- Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
Corporate Action & Manual Pricing Services
§ $__/Foreign Equity Security per Month for Corporate Action Service
§ $__/Domestic Equity Security per Month for Corporate Action Service
§ $__/Month Manual Security Pricing (>10/day)
Fair Value Services (Charged at the Complex Level)**
§ $__on the First __ Securities
§ $__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.
Out-Of-Pocket Expenses
Including but not limited to intraday indicative value (IIV) agent fees, corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc), postage, stationery, programming and development, web maintenance and data feeds, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, telephone toll-free lines, service/data conversion, special reports, record retention, disaster recovery charges, NSCC activity charges, data communication and implementation charges, postage/stationary charges, reverse stock splits, tender offers, travel, and conversion expenses (if necessary).
Additional Services
Available but not included above are the following services – annual legal administration (e.g., subsequent new fund launch), daily compliance testing (Xxxxxxx River), Section 15(c) reporting, performance reporting, non-standard intraday indicative value (IIV) calculation, customized benchmarking, and additional services mutually agreed upon.
* Subject to annual CPI increase, Milwaukee MSA.
** Per security per fund per pricing day.
Fees are billed monthly.
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10/2014
3
Amended Exhibit C (continued) to the Fund Administration Servicing Agreement -FactorShares Trust -
PureFunds ISE Junior Silver (Small Cap Miners/Explorers) ETF
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE at January, 2013
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Annual Legal Administration – Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
§ $__additional minimum
New fund launch – as negotiated based upon specific requirements
§ Subsequent new fund launch – $__/project
§ Subsequent new share class launch – $__/project
§ Multi-managed funds – as negotiated based upon specific requirements
§ Proxy – as negotiated based upon specific requirements
§ Expedited filings – as negotiated based upon specific requirements
§ Asset conversion – as negotiated based upon specific requirements
§ Fulcrum fee – as negotiated based upon specific requirements
§ Exemptive applications – as negotiated based upon specific requirements
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4
Amended Exhibit C (continued) to the Fund Administration Servicing Agreement -
FactorShares Trust - ISE Cyber Security ETF – October, 2014
Base Fee (1) for Accounting, Administration, Transfer Agent & Account Services-
The following reflects the greater of the basis point fee or minimum per fund-
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Accounting, Administration and Transfer Agent
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Basis Points on AUM per Fund
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Year 1
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Year 2
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First $250m
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Next $250m
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Next $500m
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Balance
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$__
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$__
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__
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__
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__
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__
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Note: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy
The Following Services and Associated Fees are in Addition to the Base Fee-
Pricing Services
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§
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$__- Domestic Equities, Options, ADRs
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§
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$__ - Foreign Equities
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§
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$__ - Domestic Corporate/Convertible/Gov’t/Agency Bonds, Futures, Forwards, Currency Rates, Mortgage Backed Securities
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§
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$__- CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency Bonds, Asset Backed Securities, High Yield Bonds
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§
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$__- Bank Loans
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|
§
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$__- Credit Default Swaps
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|
§
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$__- Swaptions, Index Swaps
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|
§
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$__- Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
|
Corporate Action & Manual Pricing Services
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§
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$__/Foreign Equity Security per Month for Corporate Action Service
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|
§
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$__/Domestic Equity Security per Month for Corporate Action Service
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|
§
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$__ /Month Manual Security Pricing (>10/day)
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Chief Compliance Officer Support Fee
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§
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CCO support annual fee $__/trust per USBFS services selected (administration/ accounting/ transfer agent, distributor, custodian)
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§
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Year 1 __% on total CCO support annual fees if all USBFS services are selected
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§
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Year 2 __% on total CCO support annual fees if all USBFS services are selected
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Out-Of-Pocket Expenses
Including but not limited to corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor and sub-advisor facilities.
(1) Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
10/2014
5
Amended Exhibit C to the Fund Accounting, Fund Administration & Portfolio Compliance Supplemental Services –
FactorShares Trust - ISE Cyber Security ETF - October, 2014
The Following OPTIONAL Supplemental Services and Associated Fees are available if selected-
Section 15(c) Reporting
Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
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§
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$__/fund per report
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Ongoing Annual Legal Administration Services
Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
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§
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$__minimum first fund*
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§
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$__minimum each additional fund*
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* Final Fee(s) subject to USBFS legal team review and approval
Daily Compliance Services (Xxxxxxx River)
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§
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Base fee – $__/fund per year
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§
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Setup – $__/fund group
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Fair Value Services (Charged at the Complex Level)
The lesser of…
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§
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$__per Fund
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§
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Or $__per security on the First __ Securities and $__per security on the balance of Securities
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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 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.
Non-Standard Intraday Indicative Value (IIV) Calculation
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§
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Negotiated based upon specific requirements
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Customized Benchmarking
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§
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Negotiated based upon specific requirements
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Additional Services Provided and Negotiated Upon Client Request.
| 10/2014 | 6 |
