As filed with the Securities and Exchange Commission on November 13, 2025
1933 Act Registration File No. 333-192733
1940 Act File No. 811-22917

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[X]
Pre-Effective Amendment No.
[ ]
Post-Effective Amendment No.
31[X]

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[X]
Amendment No.
34[X]

ABSOLUTE SHARES TRUST
(Exact Name of Registrant as Specified in Charter)

Millington Securities, LLC
331 Newman Springs Road, Suite 143
Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, including Area Code) (732) 842-4920

Don Schreiber, Jr.
Millington Securities, LLC
331 Newman Springs Road, Suite 143
Red Bank, New Jersey 07701
(Name and Address of Agent for Service)

Copies to:
Peter J. Shea, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Phone: (212) 574-1559
Fax: (212) 480-8421

It is proposed that this filing will become effective (check appropriate box)
[X]Immediately upon filing pursuant to Rule 485(b).
[ ]on (date) pursuant to Rule 485(b).
[ ]60 days after filing pursuant to Rule 485 (a)(1).
[ ]on (date) pursuant to Rule 485 (a)(1).
[ ]75 days after filing pursuant to Rule 485 (a)(2).
[ ]on (date) pursuant to Rule 485 (a)(2).

If appropriate, check the following box:
[ ]This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note: The sole purpose of this amendment is to file as exhibits to this Registration Statement: the Distribution Agreement, and the Sixth and Seventh Amendments to the Custody Agreement, Fund Administration Agreement, Transfer Agency Agreement, and Fund Accounting Agreement.



ABSOLUTE SHARES TRUST
PART C

OTHER INFORMATION

Item 28. Exhibits
(a)
(b)
(c)
(d)
(1)
(d)
(1)
(a)
(d)
(1)
(b)
(d)(1)(c)
(d)
(1)
(d)
(d)
(2)
(d)
(2)
(a)
(d)
(2)
(b)
(d)(2)(c)
(d)
(2)
(d)
(d)
(3)
(d)
(3)
(a)
(e)
(f)
Not applicable.
(g)
(g)
(1)
(a)
(g)
(1)
(b)
(g)
(1)
(c)


(g)
(1)
(d)
(g)
(1)
(e)
(g)
(1)
(f)
(h)
(1)
(h)
(1)
(a)
(h)
(1)
(b)
(h)
(1)
(c)
(h)
(1)
(d)
(h)
(1)
(e)
(h)
(1)
(e)
(h)
(2)
(h)
(2)
(a)
(h)
(2)
(b)
(h)
(2)
(c)
(h)
(2)
(d)
(h)
(2)
(e)
(h)
(2)
(f)
(h)
(3)
(h)
(3)
(a)
(h)
(3)
(b)


(h)
(3)
(c)
(h)
(3)
(d)
(h)
(3)
(e)
(h)
(3)
(f)
(h)
(4)
(i)
(1)
(2)
(3)
(4)
(j)
(k)
Not applicable.
(l)
Not applicable.
(m)
(m)
(1)
(m)
(2)
(m)
(3)
(m)
(4)
(n)
Not applicable.
(o)
Reserved.
(p)
(1)
(p)
(2)
(p)
(3)
(p)
(4)
(q)
(1)Previously filed as an exhibit to Pre-Effective Amendment No. 3 to the Registration Statement, filed on August 8, 2014, and incorporated herein by reference.


(2)Previously filed as an exhibit to Post-Effective Amendment No. 4 to the Registration Statement, filed on October 27, 2015, and incorporated herein by reference.
(3)Previously filed as an exhibit to Post-Effective Amendment No. 5 to the Registration Statement, filed on November 6, 2015, and incorporated herein by reference.
(4)Previously filed as an exhibit to Post-Effective Amendment No. 12 to the Registration Statement, filed on November 23, 2016, and incorporated herein by reference.
(5)Previously filed as an exhibit to Post-Effective Amendment No. 18 to the Registration Statement, filed on March 13, 2019, and incorporated herein by reference.
(6)Previously filed as an exhibit to Post-Effective Amendment No. 19 to the Registration Statement, filed on May 24, 2019, and incorporated herein by reference.
(7)Previously filed as an exhibit to Post-Effective Amendment No. 25 to the Registration Statement, filed on October 28, 2020, and incorporated herein by reference.
(8)Previously filed as an exhibit to Post-Effective Amendment No. 26 to the Registration Statement, filed on October 27, 2021, and incorporated herein by reference.
(9)Previously filed as an exhibit to Post-Effective Amendment No. 28 to the Registration Statement, filed on October 27, 2023, and incorporated herein by reference.
(10)Previously filed as an exhibit to Post-Effective Amendment No. 30 to the Registration Statement, filed on October 28, 2025, and incorporated herein by reference.
(11)Filed Herewith.

Item 29. Persons Controlled by or Under Common Control with Registrant.

Not Applicable.

Item 30. Indemnification

Under Delaware law, Section 3817 of the Treatment of Delaware Statutory Trusts empowers Delaware business trusts to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions as may be set forth in the governing instrument of the business trust. The Registrant’s Trust Instrument contains the following provisions:

Section 2. Indemnification and Limitation of Liability. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Investment Advisor or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, as provided in Section 3 of this Article VII, the Trust out of its assets shall indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Section 3. Indemnification.
(a)Subject to the exceptions and limitations contained in Subsection (b) below:


(i)
every person who is, or has been, a Trustee or an officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) (“Covered Person”) shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof; and
(ii)as used herein, the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys, fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
(b)No indemnification shall be provided hereunder to a Covered Person:
(i)who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii)in the event the matter is not adjudicated by a court or other appropriate body, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
(c)The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.
(d)To the maximum extent permitted by applicable law, expenses incurred in defending any proceeding may be advanced by the Trust before the disposition of the proceeding upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided, however, that either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Section.
(e)Any repeal or modification of this Article VII by the Shareholders, or adoption or modification of any other provision of the Declaration or By-laws inconsistent with this Article, shall be prospective only, to the extent that such repeal, or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.

In addition, the Registrant has entered into an Investment Advisory Agreement with its Investment Advisor and a Distribution Agreement with its Distributor. These agreements provide indemnification for those entities and their affiliates. The Investment Advisor’s and Distributor’s personnel may serve as trustees and


officers of the Trust. The Investment Advisory Agreement with the Fund provides that the Investment Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Advisor or from reckless disregard by the Investment Advisor of its obligations or duties under the Agreement. Under the Distribution Agreement, the Registrant will indemnify Foreside Fund Services, LLC against certain liabilities.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (“Act”), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust Instrument or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Trustees and officers liability policies purchased by the Registrant insure the Registrant and their respective trustees, partners, officers and employees, subject to the policies’ coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

Item 31. Business and Other Connections of Investment Advisor.

The description of the Investment Advisor is found under the caption “Service Providers—Investment Advisor” in the Prospectus and under the caption “Management Services—Investment Advisor” in the Statement of Additional Information constituting Parts A and B, respectively, of this Registration Statement, which are incorporated by reference herein. The Investment Advisor provides investment advisory services to other persons or entities other than the Registrant.

Item 32. Vigilant Distributors, LLC

(a)    Vigilant Distributors, LLC serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.Free Market Fixed Income Fund, Series of The RBB Fund, Inc.
2.Free Market International Equity Fund, Series of The RBB Fund, Inc.
3.Free Market US Equity Fund, Series of The RBB Fund, Inc.
4.Matson Money Fixed Income VI Portfolio, Series of The RBB Fund, Inc.
5.Matson Money International Equity VI Portfolio, Series of The RBB Fund, Inc.
6.Matson Money US Equity VI Portfolio, Series of The RBB Fund, Inc.
7.YCG Funds
8.Pemberwick Fund, Series of Manager Directed Portfolios
9.ERShares Entrepreneur Private-Public Crossover ETF, series of EntrepreneurShares Series Trust
10.ERShares Global Mutual Fund , series of EntrepreneurShares Series Trust
11.Hardman Johnston International Growth Fund, Series of Manager Directed Portfolios
12.Modern Capital Tactical Opportunities Fund, of Modern Capital Funds Trust
13.Soundwatch Hedged Equity ETF, Series of Advisor Managed Portfolios
14.WBI BullBear Value 3000 ETF, Series of Absolute Shares Trust
15.WBI BullBear Yield 300 ETF, Series of Absolute Shares Trust
16.WBI BullBear Quality 3000 ETF, Series of Absolute Shares Trust


17.WBI Power Factor® High Dividend ETF, Series of Absolute Shares Trust
18.Leader Short Term High Yield Bond Fund, Leader Funds Trust
19.Leader High Quality Income Fund, Leader Funds Trust


(b)    The following are the Officers and Manager of Vigilant Distributors, LLC, one of the Registrant’s underwriters. Vigilant Distributors, LLC’s main business address is Gateway Corporate Center, 223 Wilmington West Chester Pike, Suite 216, Chadds Ford, PA 19317.

NameAddressPosition with UnderwriterPosition with Registrant
Patrick Chism
Gateway Corporate Center
223 Wilmington West Chester Pike
Suite 216
Chadds Ford, PA 19317
Chief Executive Officer and Chief Compliance Officer
None
Gerald Scarpati
Gateway Corporate Center
223 Wilmington West Chester Pike
Suite 216
Chadds Ford, PA 19317
Chief Financial Officer and Principal Financial Officer
None

(c)    Not applicable.

Item 33. Location of Accounts and Records.

All accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder are maintained at:
Advisor:Millington Securities, LLC
331 Newman Springs Road, Suite 143
Red Bank, New Jersey 07701
Custodian:U.S. Bank, National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
Administrator:U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Distributor:
Vigilant Distributors, LLC
Gateway Corporate Center
223 Wilmington West Chester Pike, Suite 216
Chadds Ford, Pennsylvania 19317

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 31 to its Registration Statement meets all of the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 31 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Red Bank, and State of New Jersey, on November 13, 2025.

ABSOLUTE SHARES TRUST

By: /s/ Don Schreiber, Jr.        
Don Schreiber, Jr.
Chairman, Trustee, President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 31 to its Registration Statement has been signed below on November 13, 2025 by the following persons in the capacities indicated.

SignatureTitle
/s/ Don Schreiber, Jr.
Chairman, Trustee, President and Principal Executive Officer
Don Schreiber, Jr.
* /s/ Matthew SchreiberTrustee
Matthew Schreiber
* /s/ Jude T. DepkoTrustee
Jude T. Depko
* /s/ John A. FlanaganTrustee
John A. Flanagan
* /s/ Andrew Putterman
Trustee
Andrew Putterman
/s/ Fred Teufel
Treasurer and Principal Financial Officer
Fred Teufel
By: /s/ Don Schreiber, Jr.
* Don Schreiber, Jr.
   Attorney-in-Fact





INDEX TO EXHIBITS

Exhibit No.
Description of Exhibit
(e)
(g)(1)(e)
(g)(1)(f)
(h)(1)(e)
(h)(1)(f)
(h)(2)(e)
(h)(2)(f)
(h)(3)(e)
(h)(3)(f)
Exhibit (e)
ETF DISTRIBUTION AGREEMENT

This Distribution Agreement (the "Agreement") is made as of this October 11, 2024, by and between Absolute Shares Trust, a Delaware statutory trust (the "Trust") having its principal place of business at 331 Newman Springs Rd Suite 143 Red Bank, New Jersey 07701, and Vigilant Distributors, LLC, a Pennsylvania limited liability company (the "Distributor") having its principal place of business at Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317.

WHEREAS, the Trust is a registered open-end management investment company organized under the Investment Company Act of 1940, as amended (the"1940 Act") with separate and distinct series (each series a "Fund" and collectively the "Funds") registered with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");

WHEREAS, the Trust intends to create and redeem shares of beneficial interest (the "Shares") of each Fund on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such tem1 is defined in the Registration Statement, and list the Shares on one or more national securities exchanges (together, the "Listing Exchanges");

WHEREAS, the Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA");

WHEREAS, the Trust desires to retain the Distributor to (i) act as the principal underwriter of the Funds with respect to the creation and redemption of Creation Units of each Fund, (ii) hold itself available to review and approve orders for such Creation Units in the manner set forth in the Trust's Prospectus, and (iii) to enter into arrangements with eligible broker-dealers who may solicit purchases of Creation Units (each, an "Authorized Participant"); and

WHEREAS, the Distributor desires to provide the services described herein to the Trust subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

1.Appointment.

The Trust hereby appoints the Distributor to serve as the principal underwriter of the Funds with respect to the creation and redemption of Creation Units of each Fund listed in Exhibit A hereto (as may be amended by the Trust from time to time on written notice to the Distributor) on the terms and for the period set forth in this Agreement and subject to the registration requirements of the federal securities laws and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.

2.Definitions.

Wherever they are used herein, the following terms have the following respective meanings:

(a)"Prospectus" means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act and the I 940 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the SEC from time to time;

(b)"Registration Statement" means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act and the 1940 Act, as such registration statement is amended by any amendments thereto at the time in effect;
1
Exhibit (e)

(c)All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.

3.Duties of the Distributor

(a)The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any ce1iain number of orders for Creation Units.

(b)The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.

(c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, and publicly available periodic fund reports, as applicable, are fulfilled.

(d)    The Distributor agrees to make available, at the Trust's request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust to provide information with regard to the Distributor's services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust.

(e)    Distributor shall review and approve, prior to use, all Trust marketing materials ("Marketing Materials") for compliance with FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust's investment adviser any comments provided by FINRA with respect to such materials.

(f)    The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust's obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement.

(g)    The Distributor shall work with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent.

(h)    The Distributor agrees to maintain and preserve for the periods prescribed by Rule 3 la-2 under the 1940 Act, such records as are required to be maintained by Rule 3 l a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.
2
Exhibit (e)

(i)    The Distributor agrees to maintain compliance policies and procedures (a "Compliance Program") that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributor's services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, info1111ation and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust's Chief Compliance Officer or Board of Trustees.

(j)    The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for use by the Distributor.

4.Duties of the Trust.

(a)The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time.

(b)The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act.

(c)The Trust will make available to the Distributor access to, or such number of copies as Distributor may reasonably request of, (i) its then currently effective Prospectus and Statement of Additional Information, (ii) copies of semi-annual reports and annual audited reports of the Trust's books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other information required to be made available in connection with the distribution of Creation Units.

(d)The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the 'l'rust that such sale or sales were unauthorized at the time of such sale or sales.

The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor's authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor's authority to review and approve Creation Units if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.

(e)    The Trust will arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and any other Fund document required to be provided to purchasers in the secondary market.

(f)    To the extent required by applicable law, the Trust will make it known, including through marketing and advertising materials prepared by it and on its website, that Prospectuses and Statements of Additional Information are available or accessible to prospective and existing investors.

5.Compensation.

The Distributor shall be compensated for providing the services set forth in this Agreement as of the date the conversion of the prior service provider to the Distributor occurs for each Fund in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Distributor shall also be reimbursed for such miscellaneous expenses (e.g., telecommunication charges, postage and delivery charges, and
3
Exhibit (e)
reproduction charges) as are reasonably incurred by the Distributor in performing its duties hereunder. The Advisor shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Advisor shall notify the Distributor in writing within 30 calendar days following receipt of each invoice if the Advisor is disputing any amounts in good faith. The Advisor shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Advisor is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed to the Distributor pursuant to the attached fee schedule shall only be paid out of the assets and property of the particular Fund involved, if applicable. Such fees and expenses shall be paid to the Distributor by the Company from Rule 12b- l fees payable by the appropriate Fund or, if the Fund does not have a Rule 12b-1 plan, or if Rule 12b-l fees are not sufficient to pay such fees and expenses, or if the Rule 12b- l plan is discontinued, or if the Advisor otherwise determines that Rule 12b- l fees shall not, in whole or in part, be used to pay Distributor, the Advisor shall be responsible for the payment of the amount of such fees and expenses not covered by Rule l 2b-1 payments.

6.Fees and Expenses.

(a)The Distributor is not entitled to compensation or reimbursement of expenses from the Trust for the services it provides pursuant to this Agreement. Consistent with applicable law, the Distributor may receive compensation from a Fund's investment adviser related to its services hereunder or for additional services as may be agreed to between the investment adviser and Distributor. Any such arrangement between the investment adviser and the Distributor will be memorialized in a separate agreement and may not modify the terms of this Agreement.

(b)The Trust or a Fund will bear the cost and expenses of: (i) the registration of the Shares for sale under the 1933 Act; and (ii) the registration or qualification of the Shares for sale under the securities laws of the various States.

(c)The Distributor will pay (i) all expenses relating to Distributor's broker-dealer qualification and registration under the 1934 Act; and (ii) the expenses incurred by the Distributor in connection with routine FINRA filing fees.

(d)The Trust or a Fund will bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials.

7.Indemnification.

(a)The Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a "Distributor Indemnitee") against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) ("Losses") that a Distributor Indemnitee may incur arising out of or based upon: (i) Distributor serving as distributor for the Trust pursuant to this Agreement; the allegation of any wrongful act of the Trust or any of its directors, officers, employees or affiliates in connection with its duties and responsibilities in this Agreement; any claim that the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports, Marketing Materials and advertisements specifically approved by the Trust and a Fund's investment adviser or other infom1ation filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein (and in the case of the Prospectus and Statement of Additional Information, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (iv) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; or (iv) the Trust's failure to comply in any material respect with applicable securities laws.
4
Exhibit (e)

(b)The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the "Trust Indemnitee") against any Losses arising out of or based upon (i) the allegation of any wrongful act of the Distributor or any of its directors, officers, employees or affiliates in connection with its activities as Distributor pursuant to this Agreement; (ii) the breach of any obligation, representation or warranty contained in this Agreement by the Distributor; or (iii) the Distributor's failure to comply in any material respect with applicable securities laws, including applicable FINRA regulations.

In no case shall (i) the indemnification provided by an indemnifying party protect against any liability the indemnified party would otherwise be subject to by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement; (ii) the indemnifying party be liable under this Section with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party of the claim in writing within a reasonable time after the summons or other first written notification giving information of the nature of the claim has been served upon the indemnified party (or after the indemnified party has received notice of service on any designated agent); or (iii) the total indemnification owed by the Distributor exceed the aggregate amount of actual fees received over a two-year period under this Agreement. Failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that it may have to the indemnified party against whom such action is brought, on account of this Section, unless failure or delay to so notify the indemnifying party prejudices the indemnifying party's ability to defend against such claim. The indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the indemnifying party elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the indemnified pa1iy. In the event that indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by them. If the indemnifying party does not elect to assume the defense of any suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by them. The indemnifying party agrees to notify the indemnified party promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the purchase or redemption of any of the Creation Units or the Shares.

(c)No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.

(d)The Trust acknowledges and agrees that as part of its duties, Distributor will enter into agreements with certain authorized pa1iicipants (each an "AP" and collectively the "APs") for the purchase and redemption of Creation Units (each such agreement an "AP Agreement"). In the negotiation of AP Agreements, an Authorized Participant may inse1i and require that Distributor agree to ce1iain provisions in a AP Agreement that contain certain representations, unde1iakings and indemnification that are not included in the form of AP Agreement (each such modified AP Agreement a "Non-Standard AP Agreement).

To the extent that Distributor is requested or required to make any such representations mentioned above, a copy of each Non-Standard AP Agreement will be provided to the Trust for its approval prior to execution by Distributor. Where the Trust has approved the terms of the Non-Standard AP Agreement (such approval shall be in writing or shall be evidenced by a fully executed copy of the Non-Standard AP Agreement) the Trust shall indemnify, defend and hold the Distributor Indemnitee free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor's actions or failures to act pursuant to any Non-Standard AP Agreement to the extent such losses are due to non-standard language included in such Non-Standard AP Agreement; (b) any representations made by the Distributor in any Non-Standard AP Agreement to the extent that the Distributor is not required to make such representations in the form-of AP
5
Exhibit (e)
Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard AP Agreement,. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitee against any liability to the Trust or its shareholders to which the Distributor Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor's obligations or duties under the Non-Standard AP Agreement or by reason of Distributor's reckless disregard of its obligations or duties under the Non-Standard AP Agreement.

8.Representations.

(a)    The Distributor represents and warrants that:

1.(i) it is duly organized as a Pennsylvania limited liability company and is and at all times will remain duly authorized and licensed under applicable law to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound; (iv) it is registered as a broker-dealer under the 1934 Act and is a member of FINRA; and (v) it has in place compliance policies and procedures reasonably designed to prevent violations of the Federal Securities Laws as that term is defined in Rule 38a-l under the 1940 Act.

2.All activities by the Distributor and its agents and employees in connection with the services provided in this Agreement shall comply with the Registration Statement and Prospectus, the instructions of the Trust, and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or any securities association registered under the 1934 Act, including FINRA and the Listing Exchanges.

(b)    The Distributor and the Trust each individually represent that its anti-money laundering program ("AML Program"), at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, includes an independent audit function to test the effectiveness of the AML Program, establishes internal policies, procedures, and controls that are tailored to its particular business, (v) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity repo1is, and (vi) allows for appropriate regulators to examine its anti-money laundering books and records. Notwithstanding the foregoing, the Trust acknowledges that the Authorized Participants are not "customers" for the purposes of 31 CFR 103.

(c)    The Distributor and the Trust each individually represent and warrant that:

1.it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation; and

2.it will comply with all applicable terms and provisions of the 1934 Act.

(d)    The Trust represents and warrants that:

1.(i) it is duly organized as a Delaware statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) it is registered as an investment company under the 1940 Act; the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; its entering into this Agreement does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound; (v) the Registration Statement and each Fund's Prospectus have been prepared, and all Marketing
6
Exhibit (e)
Materials sha11 be prepared, in all materials respects, in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC (the "Rules and Regulations"); and (vi) the Registration Statement and each Fund's Prospectus contain, and all Marketing Materials shall contain, all statements required to be stated therein in accordance with the 1933 Act, the 1940 Act and the Rules and Regulations; (vii) all statements of fact contained therein, or to be contained in all Marketing Materials, arc or will be true and correct in all material respects at the time indicated or the effective date, as the case may be, and none of the Registration Statement, any Fund's Prospectus, nor any Marketing :materials shall include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of each Fund's Prospectus in light of the circumstances in which made, not misleading; and (viii) except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate net asset value of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus;

2.it shall file such amendment or amendments to the Registration Statement and each Fund's Prospectus as, in the light of future developments, shall, in the opinion of the Trust's counsel, be necessary to have the Registration Statement and each Fund's Prospectus at all times contain all material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances in which made, not misleading. The Trust shall not file any amendment to the Registration Statement or each Fund's Prospectus without giving the Distributor reasonable notice thereof in advance, provided that nothing in this Agreement shall in any way limit the Trust's right to file at any time such amendments to the Registration Statement or any Fund's Prospectus as the Trust may deem advisable. The Trust will also notify the Distributor in the event of any stop order suspending the effectiveness of the Registration Statement. Notwithstanding the foregoing, the Trust shall not be deemed to make any representation or warranty as to any information or statement provided by the Distributor for inclusion in the Registration Statement or any Fund's Prospectus; and

3.upon delivery of Deposit or Fund Securities to an Authorized Participant in com1ection with a purchase or redemption of Creation Units, the Authorized Participant will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges and encumbrances, and not subject to any adverse claims and that such Fund and Deposit Securities will not be "restricted securities" as such term is used in Rule 144(a)(3)(i) under the 1933 Act.

8.    Duration, Termination and Amendment.

(a)    This Agreement shall be effective as of the Closing Date, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms "vote of a majority of the outstanding voting securities," "assignment," "affiliated person" and "interested person" shall have the respective meanings specified in the 1940 Act.

(b)    No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

7
Exhibit (e)
9.    Notice.

Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, email, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):

(i) To the Distributor
(ii) To the Trust
Vigilant Distributors, LLC
Attn: President
223 Wilmington West Chester Pike, Suite 216
Chadds Ford, Pennsylvania
Phone:484-840-3701
Absolute Shares Trust
Attn:
331 Newman Springs Rd Suite 143
Red Bank, New Jersey 07701

Phone: Email
Email: patrick@vigilantdistributors.com
legal@vigilantdistributors.com

10.    Choice of Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to the choice of laws provisions thereof.

11.    Counterparts.

This Agreement may be executed in two or more counterparties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.    Severability.

If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreement's intent and purpose, be amended, to the extent legally possible, in order to effectuate the intended results of such invalid provisions.

13.    Insurance.

The Distributor will maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.

14.    Confidentiality.

During the term of this Agreement, the Distributor and the Trust may have access to confidential inforn1ation relating to such matters as either party's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information" means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees,
8
Exhibit (e)
affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The pa1iies further agree that they will not, without the prior written approval by the other party, disclose such Confidential Info1mation, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other's Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party's expense) in any effo1is to prevent such disclosure.

15.    Limitation of Liability.

This Agreement is executed by or on behalf of the Trust with respect to each of the Trust Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the·trust, or any other Fund of the Trust. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund of the Trust shall be enforceable against the assets of that Fund only, and not against the assets of the Trust generally or any other Fund, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust generally or any other Fund shall be enforceable against the assets of that Fund. The Trust's Agreement and Declaration of Trust is on file with the Trust.

16.    Use of Names; Publicity.

The Trust shall not use the Distributor's name in any offering material. shareholder report, advertisement or other material relating to the Trust, in a manner not approved by the Distributor in writing prior to such use, such approval not to be unreasonably withheld. The Distributor hereby consents to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority.

The Distributor shall not use the name of the Trust, a Fund, or any investment adviser to a Fund in any materials relating to the Distributor, whether produced for marketing, regulatory compliance or other purposes, in a manner not approved by the referenced party in writing prior to such use, such approval not to be unreasonably withheld. The Trust, on behalf of itself and each Fund, hereby approves of and consents to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority with jurisdiction over the Trust; provided, however, that the Distributor notifies the Trust prior to such use to the extent permitted by applicable law.

The Distributor will not issue any press releases or make any public announcements regarding the existence of this Agreement without the express written consent of the Trust. Neither the Trust nor the Distributor will disclose any of the economic terms of this Agreement, except as may be required by law.

17.    Exclusivity

Nothing herein contained shall prevent the Distributor from entering into similar distribution arrangements or from providing the services contemplated hereunder to other investment companies or investment vehicles.

9
Exhibit (e)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.


Vigilant Distributors,LLC                    Absolute Shares Trust


By: /s/ Patrick Chism                        By: /s/ Don Schreiber, Jr.        
Name: Patrick Chism                        Name: Don Schreiber, Jr.
Title: Chief Executive Officer                    Title: CEO







10
Exhibit (e)
EXHIBIT A

As of August 14, 2024


Name of Fund

WBI BullBear Value 3000 ETF \ (Ticker: WBIF)

WBI BullBear Yield 3000 ETF \ (Ticker: WBIG)

WBI BullBear Quality 3000 ETF \ (Ticker: WBIL)

WBI Power Factor® High Dividend ETF \ (Ticker: WBIY)
11
Exhibit (g)(1)(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

FIFTH AMENDMENT
TO THE ABSOLUTE SHARES TRUST
CUSTODY AGREEMENT


    THIS FIFTH AMENDMENT, effective as of September 1, 2023 (the “Effective Date”), to the Custody 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. BANK, N.A., a national banking association ("Custodian").

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, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

    NOW, THEREFORE, the parties agree as follows:

Amended Exhibit C of the Agreement is hereby superseded and replaced 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 Fifth Amendment to be
executed by a duly authorized officer on one or more counterparts as of the date and year first
written above.

ABSOLUTE SHARES TRUST U.S. BANK, N.A.
   
By:/s/ Steven Van Solkema By:
/s/ Gregory Farley
Name:
Steven Van Solkema
 Name:
Gregory Farley
Title:Principal Financial Officer and Treasurer Title:Sr. Vice President     
        

    1

Exhibit (g)(1)(e)
Amended Exhibit C to the Custody Agreement – Absolute Shares Trust

Base Fee for Custody Services

The following reflects the greater of the basis point fee or annual minimum where Adviser acts as
investment adviser to the fund(s) in the same registered investment company.

Annual Minimum per Fund1                Basis Points on Trust AUM1
$[ ] for Funds 1-5                    [ ] on the first $[ ]
$[ ] for Funds 6+                    [ ] on the balance
                            
See Appendix C for Services and Associated Fees in addition to Base Fee
See Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
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

    2

Exhibit (g)(1)(e)
APPENDIX C - Custody Services in addition to the Base Fee
Portfolio Transaction Fees1
$[ ] – Book entry DTC 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, Margin Variation Wire and outbound 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
All other miscellaneous fees and expenses, including but not limited to the following, will be separately
billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping,
transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges
and extraordinary expenses based upon complexity.

Additional Services
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
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.
Charged to the account at prime interest rate plus [ ]%, unless a line of credit is in place - Overdrafts
Third Party lending - Additional fees will apply

Fees are calculated pro rata and billed monthly

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., margin management services, securities lending services, compliance with new SEC rules
liquidity risk management and reporting requirements).

² "Sponsor trades" are defined as any trades put through the Portfolio, on behalf of the Fund by any
portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund,
outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem
process, and their related transactions are not considered to be "Sponsor trades"

    3
Exhibit (g)(1)(f)
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
CUSTODY AGREEMENT


    THIS SIXTH AMENDMENT, effective as of November 13, 2025 (the “Effective Date”), to the Custody 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. BANK, N.A., a national banking association ("Custodian").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

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

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

    NOW, THEREFORE, the parties agree as follows:

1.As of the Effective Date, Amended Exhibit C is hereby superseded and replaced in its entirety with the Amended Exhibit C attached hereto.
2.Except to the extent amended hereby, the Agreement remains in full force and effect.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

    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. BANK, N.A.
   
By:/s/ Don Schreiber, Jr. By:
/s/ Gregory Farley
Name:
Don Schreiber
 Name:
Greg Farley
Title:President and Principal Executive Officer     Title:Senior Vice President     
        

    1

Exhibit (g)(1)(f)
Amended Exhibit C to the Custody Agreement – Absolute Shares Trust

Base Fee for Custody Services

The following reflects the greater of the basis point fee or annual minimum to the fund(s) in the same registered investment company (Trust-Level Pricing).

Annual Minimum per Fund1                Basis Points on Trust AUM1
$[ ]                            Balance     [ ]bp
                            

See Appendix C for Services and Associated Fees in addition to Base Fee
See Appendix D for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial [ ]-year period. Following the initial [ ]-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive [ ]-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such [ ]-year period.

Additional services not included herein 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 derivatives 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).

All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly

    2

Exhibit (g)(1)(f)
APPENDIX C
Custody Services in addition to the Base Fee
Portfolio Transaction Fees1
$[ ] – Book entry DTC 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, Margin Variation Wire and outbound Fed wire
$[ ] – Physical security transaction
$[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)
$[ ] Manual instructions fee. (Additional Per Securities and Cash Transactions)
$[ ] Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)
$[ ] Per Non-USD wire.
$[ ] Per 3rd party FX settled at U.S. Bank
$[ ] Monthly charge on zero valued securities (Per ISIN)
$[ ] Per Proxy Vote cast.
$[ ] Dormant account fee (one year no activity)
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

1 “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.

Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
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 if fund is converting from another service provider.
$[ ] per SMA converting into the fund
Overdrafts – charged to the account at prime interest rate plus [ ]%, unless a line of credit is in place
Third Party lending - Additional fees will apply

    3

Exhibit (g)(1)(f)
APPENDIX D
Additional Global Sub-Custodial Services Annual Fee Schedule
Global Custody Base Fee
A monthly base fee of $[ ] per fund will apply when foreign securities are held. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply. Safekeeping and transaction fees are assessed on security and currency transactions.
Plus: Global Custody Transaction Fees1
Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)
A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
Global Safekeeping and Transaction Fees
(See schedule below)
Global Custody Tax Reclamation Services:
Global Filing: $[ ] per annum
U.S. Domestic Filing: $[ ] per annum (Only ADRs)
3rd Party Tax Service Provider: $[ ] per annum (does not include out of pocket expenses incurred in the fulfillment of requests from the 3rd party)
Any client who does not elect for U.S. Bank Global Custody/3rd Party Tax Services, but elects to pursue relief themselves, would be charged for out of pocket expenses incurred in the fulfillment of the requests.
Miscellaneous Expenses
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, 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, recurring administration fees, negative interest charges, overdraft charges 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.

1“Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”

    4

Exhibit (g)(1)(f)
Additional Global Sub-Custodial Services Annual Fee Schedule
Country
Safekeeping (BPS)
Transaction fee
Country
Safekeeping (BPS)
Transaction fee
Country
Safekeeping (BPS)
Transaction fee
Argentina
[ ][ ]
Hong Kong
[ ][ ]
Poland
[ ][ ]
Australia
[ ][ ]
Hungary
[ ][ ]
Portugal
[ ][ ]
Austria
[ ][ ]
Iceland
[ ][ ]
Qatar
[ ][ ]
Bahrain
[ ][ ]
India
[ ][ ]
Romania
[ ][ ]
Bangladesh
[ ][ ]
Indonesia
[ ][ ]
Russia
[ ][ ]
Belgium
[ ][ ]
Ireland
[ ][ ]
Saudi Arabia
[ ][ ]
Bermuda
[ ][ ]
Israel
[ ][ ]
Serbia
[ ][ ]
Botswana
[ ][ ]
Italy
[ ][ ]
Singapore
[ ][ ]
Brazil
[ ][ ]
Japan
[ ][ ]
Slovakia
[ ][ ]
Bulgaria
[ ][ ]
Jordan
[ ][ ]
Slovenia
[ ][ ]
Canada
[ ][ ]
Kenya
[ ][ ]
South Africa
[ ][ ]
Chile
[ ][ ]
Kuwait
[ ][ ]
South Korea
[ ][ ]
China Connect
[ ][ ]
Latvia
[ ][ ]
Spain
[ ][ ]
China (B Shares)
[ ][ ]
Lithuania
[ ][ ]
Sri Lanka
[ ][ ]
Colombia
[ ][ ]
Luxembourg
[ ][ ]
Sweden
[ ][ ]
Costa Rica
[ ][ ]
Malaysia
[ ][ ]
Switzerland
[ ][ ]
Croatia
[ ][ ]
Malta
[ ][ ]
Taiwan
[ ][ ]
Cyprus
[ ][ ]
Mauritius
[ ][ ]
Tanzania
[ ][ ]
Czech Republic
[ ][ ]
Mexico
[ ][ ]
Thailand
[ ][ ]
Denmark
[ ][ ]
Morocco
[ ][ ]
Tunisia
[ ][ ]
Egypt
[ ][ ]
Namibia
[ ][ ]
Turkey
[ ][ ]
Estonia
[ ][ ]
Netherlands
[ ][ ]
UAE
[ ][ ]
Euroclear
(Eurobonds)
[ ][ ]
New Zealand
[ ][ ]
Uganda
[ ][ ]
Euroclear
(Non-Eurobonds)
[ ][ ]
Nigeria
[ ][ ]
Ukraine
[ ][ ]
Finland
[ ][ ]
Norway
[ ][ ]
United Kingdom
[ ][ ]
France
[ ][ ]
Oman
[ ][ ]
Uruguay
[ ][ ]
Germany
[ ][ ]
Pakistan
[ ][ ]
Vietnam
[ ][ ]
Ghana
[ ][ ]
Panama
[ ][ ]
West African Economic Monetary Union (WAEMU)*
[ ][ ]
Greece
[ ][ ]
Peru
[ ][ ]
Zambia
[ ][ ]



Philippines
[ ][ ]Zimbabwe[ ][ ]

*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network



    5

Exhibit (g)(1)(f)
Non Eurobonds rate sheet – below rate is applied on ISINs held at Euroclear plus (in addition to standard [ ] basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.
Market
Non Eurobond ISIN code
Non Eurobond Rate ISINs held at EOC*
ARGENTINA
AR
[ ]
AUSTRALIA
AU
[ ]
BELGIUM
BE
[ ]
CANADA
CA
[ ]
CHILE
CL
[ ]
CZECH REPUBLIC
CZ
[ ]
DENMARK
DK
[ ]
FINLAND
FI
[ ]
FRANCE
FR
[ ]
GERMANY
DE
[ ]
GREECE
GG
[ ]
HOLLAND
NL
[ ]
HONG KONG
HK
[ ]
HUNGARY
HU
[ ]
ISRAEL
IL
[ ]
ITALY
IT
[ ]
JAPAN
JP
[ ]
LUXEMBOURG
LU
[ ]
MEXICO
MX
[ ]
NEWZEALAND
NZ
[ ]
NORWAY
NO
[ ]
PERU
PE
[ ]
POLAND
PL
[ ]
PORTUGAL
PT
[ ]
ROMANIA
RO
[ ]
RUSSIA
RU
[ ]
SINGAPORE
SG
[ ]
SLOVAK REPUBLIC
SK
[ ]
SLOVENIA
SI
[ ]
SPAIN
ES
[ ]
SOUTH-AFRICA
ZA
[ ]
SWEDEN
SE
[ ]
SWITZERLAND
CH
[ ]
THAILAND
TH
[ ]
UNITED KINGDOM
GB
[ ]
UNITED STATES
US
[ ]

    6
Exhibit (h)(1)(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 ADMINISTRATION SERVICING AGREEMENT

    THIS SIXTH AMENDMENT, effective as of September 1, 2023 (the “Effective Date”), to the Fund Administration 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 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 11 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     


1

Exhibit (h)(1)(e)
Amended Exhibit B to the Fund Administration Agreement – Absolute Shares Trust

New Trust/Fund Start-up & Registration Services Project Fee Schedule

Regulatory Administration Service Proposal - in support of external legal counsel
Full Start Up – New Registrant
$[ ] per project – one fund
$[ ] per project – two funds
$[ ] per project – three funds
Negotiated Fee - four funds and above

Above fees are applicable when all new funds are registered in same statutory prospectus.
(Excludes Trust counsel fee; subject to services provided, if applicable)
Full Start Up Services-
■ Product design assistance
■ Implementation project management
■ Formation of Delaware statutory trust
■ Preparation of declaration of trust and by-laws
■ Preparation of Prospectus, SAI, Part C (registration statement)
■ Preparation of Form N-8A to register as investment company
■ Preparation of initial trustee actions to organize trust and initial fund
■ Preparation of exhibits and other materials to be filed with the registration statement
■ Preparation of subscription agreement for statutory seed capital
■ Preparation of Rule 12b-1 distribution plan
■ Preparation of Form 8-A for listing shares on a securities exchange
■ Preparation of Inline XBRL exhibits
■ Taking of and preparation of written response to SEC comments
■ Other assistance as necessary and agreed upon
Additional Regulatory Administration Services – in support of external legal counsel
$[ ] per fund - Subsequent new fund launch, or as negotiated
Drafting SEC exemptive order application for required relief, as negotiated
Proxy Statement - as negotiated based upon specific requirements
$[ ] per sub-adviser - Additional fee for 2 or more sub-advisers

Note: External legal costs are not included in the above fees.

Fund startup and registration services project fee is paid for by the adviser and not the Fund(s).
Fund startup and registration fees are billed [ ]% following the selection of U.S. Bank and [ ]% 75 days
after the preliminary registration statement is filed with the SEC.
Ongoing Annual Regulatory Administration Services – in support of external legal counsel
Includes 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
■     Fees negotiated for funds 8+


All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Postage, if necessary
Federal and state regulatory filing fees
Expenses from Board of Trustee meetings
2

Exhibit (h)(1)(e)
Third party auditing
EDGAR/XBRL filing
All other Miscellaneous expenses

3

Exhibit (h)(1)(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



4

Exhibit (h)(1)(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 [ ] times per day
$[ ] per Month Manual Security Pricing (>[ ]per day)

■ Derivative Instruments are generally charged at the following rates:
● $[ ] - Interest Rate Swaps, Foreign Currency Swaps
● $[ ] - Swaptions
● $[ ] - 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 CMOs, 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
lines
5

Exhibit (h)(1)(e)
■ 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


6

Exhibit (h)(1)(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
■ Fees negotiated for funds 8+
Section 15(c) Reporting
$[ ] per fund per standard reporting package*
Additional 15(c) 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
M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal
7

Exhibit (h)(1)(e)
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
8
Exhibit (h)(1)(f)
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

SEVENTH AMENDMENT TO THE ABSOLUTE SHARES TRUST
FUND ADMINISTRATION SERVICING AGREEMENT

    THIS SEVENTH AMENDMENT, effective as of November 13, 2025 (the “Effective Date”), to the Fund Administration 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 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 11 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.As of the Effective Date, Amended Exhibit B is hereby superseded and replaced in its entirety with the Amended Exhibit B attached hereto.
2.Except to the extent amended hereby, the Agreement remains 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 Effective Date.

ABSOLUTE SHARES TRUST U.S. BANK, N.A.
   
By:/s/ Don Schreiber, Jr. By:
/s/ Gregory Farley
Name:
Don Schreiber, Jr.
 Name:
Greg Farley
Title:President and Principal Executive Officer     Title:Senior Vice President     


1

Exhibit (h)(1)(f)
Amended Exhibit B to the Fund Administration Agreement – Absolute Shares Trust

New Trust/Fund Start-up & Registration Services Project Fee Schedule
Regulatory Administration Service Proposal - in support of external legal counsel
Full Start Up – New Registrant
$[ ] per project – [ ] fund
$[ ] per project – [ ] funds
$[ ] per project – [ ] funds
$[ ] per project – [ ] funds
Plus $[ ] each additional fund

Above fees are applicable when all new funds are registered in same statutory prospectus.
(Excludes Trust counsel fee; subject to services provided, if applicable)
Full Start Up Services-
Product design assistance
Implementation project management
Formation of Delaware statutory trust
Preparation of declaration of trust and by-laws
Preparation of Prospectus, SAI, Part C (registration statement)
Preparation of Form N-8A to register as investment company
Preparation of initial trustee actions to organize trust and initial fund
Preparation of exhibits and other materials to be filed with the registration statement
Preparation of subscription agreement for statutory seed capital
Preparation of Rule 12b-1 distribution plan
Preparation of Form 8-A for listing shares on a securities exchange
Preparation of Inline XBRL exhibits
Taking of and preparation of written response to SEC comments
Other assistance as necessary and agreed upon
Additional Regulatory Administration Services – in support of external legal counsel
Subsequent new fund launch – $[ ] per fund, or as negotiated
Multi-managed funds, proxy, expedited filings, asset conversion, fulcrum fee, exemptive applications – as negotiated based upon specific requirements

Note: External legal costs are not included in the above fees.

Fund startup and registration fees are billed [ ]% following the selection of U.S. Bank and [ ]% [ ] days after the preliminary registration statement is filed with the SEC.
Ongoing Annual Regulatory Administration Services – in support of external legal counsel
Includes annual registration statement update and drafting of supplements:
$[ ] for first three active or inactive funds in same statutory prospectus
$[ ] for each additional active or inactive fund in the same statutory prospectus

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Postage, if necessary
Federal and state regulatory filing fees
Expenses from Board of Trustee meetings
Third party auditing
EDGAR/XBRL filing (may be charged by third-party or U.S. Bank)
2

Exhibit (h)(1)(f)
All other Miscellaneous expenses
Base Fee for Accounting and Administration

The following reflects the greater of the basis point fee or annual minimum to the fund(s) in the same registered investment company (Trust-Level Pricing).

Annual Minimum per Fund1            Basis Points on Trust AUM1
Funds [ ]-[ ] $[ ]             First $[ ] [ ] bps
Funds [ ]-[ ]     $[ ]                 Next $[ ]     [ ] bps
Funds [ ]+     $[ ]             Next $[ ]     [ ] bps
                        Balance [ ] bps
Base Fee for ETF Services

Annual Fee per fund
ETF Order Management     $[ ] per fund
ETF Transfer Agency     $[ ]per order (Create or Redeem)

Basket Creation    
Equities/Cash              [ ]bps
International Securities/Derivatives [ ]bps    
            
Fixed AP Fee              TBD/fund

Optional Services
ETF Stock Splits         $[ ]
ETF Liquidation         $[ ]
ETF Slippage Calculations     $[ ]/Fund/Year

See Appendix A for Services and Associated Fees in addition to the Base Fee
See Appendix B for Optional Supplemental Services and Associated in addition to the Base Fee

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial [ ]-year period. Following the initial [ ]-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive [ ]-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such [ ]-year period.

Additional services not included herein 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 derivatives 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).

All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly
3

Exhibit (h)(1)(f)
Appendix A
Accounting, Administration Services (in addition to the Base Fee)
Data Services
Pricing and Security Setup Services
For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)

$[ ] – Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps
$[ ] – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds
$[ ] – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds
$[ ]- Bank Loans
Derivative Instruments are generally charged at the following rates:
o$[ ] – Interest Rate Swaps, Foreign Currency Swaps
o$[ ] – Swaptions
o$[ ] – Credit Default Swaps
$[ ] Intraday money market funds pricing, up to [ ] times per day
$[ ] per Month Manual Security Pricing (>[ ]per day)

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 fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action, Factor (security paydown & prepayment time series), and ETF Income Projection Services
$[ ] per Foreign Equity Security per Month for Corporate Action Services
$[ ] per Domestic Equity Security per Month for Corporate Action Services
$[ ] per CMO and Asset Backed Security per Month / $[ ] for ETF Funds per month for Factor Services
$[ ] per Mortgage Backed Security per Month for Factor Services / no charge for ETF Funds
$[ ] per Fixed Income Security per Month for ETF funds only for ETF income projections
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
$[ ] per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)
Index Service Fees
$[ ] per month per fund: Tier 0 for maintenance of data for performance calculations where the client is supplying the Index data
$[ ] per month per fund: Tier 1 including but not limited to: ICE Indexes, Morningstar, Bloomberg, S&P, Dow Jones, CBOE, and HFRI Indexes
$[ ] per month per fund: Tier 2 including but not limited to: MSCI Indexes, FTSE Russell
$[ ] per month per fund: Tier 3 including but not limited to: Wilshire Indexes, Lipper JPM
$[ ] per month per fund additional fee for creation of a blended index, in addition to Tier index fees.
Note: Rates are tiered based upon rates charged by the index provider and are subject to change. S&P Global and Dow Jones are their standard packages only, specialized packages from all index providers will result in a higher fee. Use of other, custom, and blended indexes may result in additional fee. Index
4

Exhibit (h)(1)(f)
providers may require a direct contract in addition to the above service contract, which may result in additional fees payable to the index provider.
All Data Service charges are subject to change based on cost increases from underlying data providers.
SEC Modernization Requirements
Form N-PORT – $[ ] per year, per Fund
Form N-CEN – $[ ] per year, per Fund
Tailored shareholder reporting - $[ ] per year, per Fund (first class), $[ ] per year for each additional class
Expense Processing and Budgeting Services – Non-Unitary Fee ETFs:
Fund administration payment of fund expenses and quarterly budgeting on behalf of ETFs not utilizing a unitary fee structure:
•$[ ] per year, per Fund
Chief Compliance Officer Support Fee
CCO support annual fee of $[ ] per trust for each U.S. Bank service selected (administration, accounting, transfer agent, custodian)
This fee includes:
Access to the CCO Portal including business line Critical Procedures, Compliance Controls, Reporting on Testing of Compliance Controls, Annual U.S. Bank Global Fund Services CCO Review, SOC1 audits of business lines
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
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).
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, postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification 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.
5

Exhibit (h)(1)(f)
Appendix B
OPTIONAL 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
■ Additional fee of $[ ] per fund per year (first fund included in base fee)
SEC Derivatives Rule 18f-4 Confluence Technologies Offering
OfferingPrice per Fund per Month*
Limited Derivatives User[ ]
Full Derivatives User (no OTC derivatives)[ ]
Full Derivative User (with [ ]-[ ] OTC derivatives)
[ ]
Full Derivative User (with [ ] or more OTC derivatives)
[ ]
Closed Fund Data Maintenance Fee[ ]
*Additional fees may apply from index providers
Section 15(c) Reporting
$[ ] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
•Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report
•Performance reporting package: Peer Comparison Report
Additional 15(c) reporting is subject to additional charges
Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:
Percentage of individual level 2 instruments held by a FundMonthly Fee for Such Fund1
[ ]% or less
[ ]
More than [ ]% but less than [ ]%[ ]
[ ]% or more
[ ]
Note: The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS’ ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5 Supplemental Services may, in USBGFS’ sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided
1 NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS’ chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.
6

Exhibit (h)(1)(f)
may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.
Digital Board Materials:
Comprehensive Digital Services
Comprehensive Digital Services
Description
Annual Price1 (USD)
Base Fee[ ]
Per User Fee2
[ ]
Per Separate Committee3 Fee
[ ]
1 Subject to an annual increase, provided that the annual increase will not exceed [ ]% through October 2025
2 Per user fee applies to all users excluding any USBGFS employee who is not an officer in a Multiple Series Trust sponsored by USBGFS.
    
3 A committee consists of a separate space on Diligent’s board portal that can be used to host and organize materials outside of the main board meeting, such as audit committees, governance committees, and executive committees.
Light Digital Offering
Light Digital Offering
Description
Annual Price1 (USD)
Base Fee[ ]
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).
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[ ]
C- Corp Administrative Services
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
Optional Tax Services
Additional services excluded from the Base Fee are:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year
Additional Capital Gain Dividend Estimates – (First [ ] included in core services) – $[ ] per additional estimate
State tax returns - (First [ ] included in core services) – $[ ] per additional return
7

Exhibit (h)(1)(f)
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
Prepare provision estimates – $[ ] Per estimate
State Tax Returns
Prepare state income tax returns for funds and blocker entities – $[ ] per state return
•Sign state income tax returns – $[ ] per state return
•Assist in filing state income tax returns – Included with preparation of returns
•State tax notice consultative support and resolution – $[ ] per fund

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.

8
Exhibit (h)(2)(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
TRANSFER AGENT SERVICING AGREEMENT

    THIS SIXTH AMENDMENT, effective as of September 1, 2023 (the “Effective Date”), to the Transfer Agent 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 12 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 the 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 date and year first written above.

ABSOLUTE SHARES TRUST U.S. BANK, N.A.
   
By:/s/ Steven Van Solkema By:
/s/ Gregory Farley
Name:
Steven Van Solkema
 Name:
Greg Farley
Title:Principal Financial Officer and Treasurer     Title:Sr. Vice President     

1
Exhibit (h)(2)(e)
Amended Exhibit B to the Transfer Agent 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 the investment adviser to the funds(s).

Annual Minimum per Fund1            Basis Points on Trust AUM1
Funds [ ]-[ ] $[ ]             First $[ ] [ ] bps
Funds [ ]-[ ]     $[ ]                 Next $[ ]     [ ] bps
Funds [ ]+     $[ ]             Next $[ ]     [ ] bps
                        Balance [ ] bps
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



2
Exhibit (h)(2)(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 [ ] times per day
$[ ] per Month Manual Security Pricing (>[ ]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, 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
lines
■ 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
3
Exhibit (h)(2)(e)
■ 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 calculated pro rata and billed monthly
4
Exhibit (h)(2)(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 per 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
■ Fees negotiated for funds 8+
Section 15(c) Reporting

$[ ] per fund per standard reporting package*
Additional 15c reporting is subject to additional charges
Standard Data source – Morningstar; 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 Situations:
■ Fee will be assessed.
Rule 2a-5 Reporting (valuation reporting and support):
■ $[ ] per fund
Customized delivery of data:
■ TBD
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).

5
Exhibit (h)(2)(e)
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
6
Exhibit (h)(2)(f)
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

SEVENTH AMENDMENT TO THE ABSOLUTE SHARES TRUST
TRANSFER AGENT SERVICING AGREEMENT

    THIS SEVENTH AMENDMENT, effective as of November 13, 2025 (the “Effective Date”), to the Transfer Agent 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 12 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.As of the Effective Date, Amended Exhibit B is hereby superseded and replaced in its entirety with the Amended Exhibit B attached hereto.
2.Except to the extent amended hereby, the Agreement remains 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 Effective Date.

ABSOLUTE SHARES TRUST U.S. BANK, N.A.
   
By:/s/ Don Schreiber, Jr. By:
/s/ Gregory Farley
Name:
Don Schreiber
 Name:
Greg Farley
Title:President and Principal Executive Officer     Title:Senior Vice President     

1

Exhibit (h)(2)(f)
Amended Exhibit B to the Transfer Agent Servicing Agreement – Absolute Shares Trust

Base Fee for Accounting and Administration
The following reflects the greater of the basis point fee or annual minimum to the fund(s) in the same registered investment company (Trust-Level Pricing).

Annual Minimum per Fund1            Basis Points on Trust AUM1
Funds [ ]-[ ] $[ ]             First $[ ] [ ] bps
Funds [ ]-[ ]     $[ ]                 Next $[ ]     [ ] bps
Funds [ ]+     $[ ]             Next $[ ]     [ ] bps
                        Balance [ ] bps
Base Fee for ETF Services

Annual Fee per fund
ETF Order Management     $[ ] per fund
ETF Transfer Agency     $[ ] per order (Create or Redeem)

Basket Creation    
Equities/Cash              [ ]bps
International Securities/Derivatives [ ]bps    
            
Fixed AP Fee              TBD/fund

Optional Services
ETF Stock Splits         $[ ]
ETF Liquidation         $[ ]
ETF Slippage Calculations     $[ ]/Fund/Year

See Appendix A for Services and Associated Fees in addition to the Base Fee
See Appendix B for Optional Supplemental Services and Associated in addition to the Base Fee

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial [ ]-year period. Following the initial [ ]-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive [ ]-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such [ ]-year period.

Additional services not included herein 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 derivatives 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).

All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly
2

Exhibit (h)(2)(f)
Appendix A
Accounting, Administration Services (in addition to the Base Fee)
Data Services
Pricing and Security Setup Services
For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)

$[ ] – Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps
$[ ] – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds
$[ ] – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds
$[ ]- Bank Loans
Derivative Instruments are generally charged at the following rates:
o$[ ] – Interest Rate Swaps, Foreign Currency Swaps
o$[ ] – Swaptions
o$[ ] – Credit Default Swaps
$[ ] Intraday money market funds pricing, up to [ ] times per day
$[ ] per Month Manual Security Pricing (>[ ]per day)

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 fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action, Factor (security paydown & prepayment time series), and ETF Income Projection Services
$[ ] per Foreign Equity Security per Month for Corporate Action Services
$[ ] per Domestic Equity Security per Month for Corporate Action Services
$[ ] per CMO and Asset Backed Security per Month / $[ ] for ETF Funds per month for Factor Services
$[ ] per Mortgage Backed Security per Month for Factor Services / no charge for ETF Funds
$[ ] per Fixed Income Security per Month for ETF funds only for ETF income projections
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
$[ ]per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)

Index Service Fees
•$[ ] per month per fund: Tier 0 for maintenance of data for performance calculations where the client is supplying the Index data
•$[ ] per month per fund: Tier 1 including but not limited to: ICE Indexes, Morningstar, Bloomberg, S&P, Dow Jones, CBOE, and HFRI Indexes
•$[ ] per month per fund: Tier 2 including but not limited to: MSCI Indexes, FTSE Russell
•$[ ] per month per fund: Tier 3 including but not limited to: Wilshire Indexes, Lipper JPM
•$[ ] per month per fund additional fee for creation of a blended index, in addition to Tier index fees.

Note: Rates are tiered based upon rates charged by the index provider and are subject to change. S&P Global and Dow Jones are their standard packages only, specialized packages from all index providers will result in a higher fee. Use of other, custom, and blended indexes may result in additional fee. Index
3

Exhibit (h)(2)(f)
providers may require a direct contract in addition to the above service contract, which may result in additional fees payable to the index provider.

All Data Service charges are subject to change based on cost increases from underlying data providers.

SEC Modernization Requirements
Form N-PORT – $[ ] per year, per Fund
Form N-CEN – $[ ] per year, per Fund
Tailored shareholder reporting - $[ ] per year, per Fund (first class), $[ ] per year for each additional class

Expense Processing and Budgeting Services – Non-Unitary Fee ETFs:
Fund administration payment of fund expenses and quarterly budgeting on behalf of ETFs not utilizing a unitary fee structure:
•$[ ] per year, per Fund
Chief Compliance Officer Support Fee
CCO support annual fee of $[ ] per trust for each U.S. Bank service selected (administration, accounting, transfer agent, custodian)
This fee includes:
Access to the CCO Portal including business line Critical Procedures, Compliance Controls, Reporting on Testing of Compliance Controls, Annual U.S. Bank Global Fund Services CCO Review, SOC1 audits of business lines
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
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 [ ]) and Capital Gain Dividend Estimates (Limited to [ ]).
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, postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification 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.
4

Exhibit (h)(2)(f)
Appendix B
OPTIONAL 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
■ Additional fee of $[ ] per fund per year (first fund included in base fee)

SEC Derivatives Rule 18f-4 Confluence Technologies Offering
OfferingPrice per Fund per Month*
Limited Derivatives User[ ]
Full Derivatives User (no OTC derivatives)[ ]
Full Derivative User (with 1-5 OTC derivatives)[ ]
Full Derivative User (with [ ] or more OTC derivatives)
[ ]
Closed Fund Data Maintenance Fee[ ]
*Additional fees may apply from index providers
Section 15(c) Reporting
$[ ] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report
Performance reporting package: Peer Comparison Report
Additional 15(c) reporting is subject to additional charges
Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:

Percentage of individual level 2 instruments held by a FundMonthly Fee for Such Fund1
5% or less[ ]
More than 5% but less than 25%[ ]
25% or more[ ]

Note: The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS’ ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5 Supplemental Services may, in USBGFS’ sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided
1 NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS’ chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.
5

Exhibit (h)(2)(f)
may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.
Digital Board Materials:

Comprehensive Digital Services

Comprehensive Digital Services
Description
Annual Price1 (USD)
Base Fee[ ]
Per User Fee2
[ ]
Per Separate Committee3 Fee
[ ]

1 Subject to an annual increase, provided that the annual increase will not exceed [ ]% through October 2025

2 Per user fee applies to all users excluding any USBGFS employee who is not an officer in a Multiple Series Trust sponsored by USBGFS.
    
3 A committee consists of a separate space on Diligent’s board portal that can be used to host and organize materials outside of the main board meeting, such as audit committees, governance committees, and executive committees.

Light Digital Offering

Light Digital Offering
Description
Annual Price1 (USD)
Base Fee
[ ]

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).
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[ ]
C- Corp Administrative Services
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

Optional Tax Services
Additional services excluded from the Base Fee are:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year
Additional Capital Gain Dividend Estimates – (First [ ] included in core services) – $[ ] per additional estimate
State tax returns - (First [ ] included in core services) – $[ ] per additional return
6

Exhibit (h)(2)(f)
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
Prepare provision estimates – $[ ] Per estimate
State Tax Returns
Prepare state income tax returns for funds and blocker entities – $[ ] per state return
Sign state income tax returns – $[ ] per state return
Assist in filing state income tax returns – Included with preparation of returns
State tax notice consultative support and resolution – $[ ] per fund

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.


7
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     

    1

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


    2

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
    3

Exhibit (h)(3)(e)
lines
■ 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




    4

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

    5

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


    6
Exhibit (h)(3)(f)
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

SEVENTH AMENDMENT TO THE ABSOLUTE SHARES TRUST
FUND ACCOUNTING SERVICING AGREEMENT

    THIS SEVENTH AMENDMENT, effective as of November 13, 2025 (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.As of the Effective Date, Amended Exhibit B is hereby superseded and replaced in its entirety with Amended Exhibit B attached hereto.
2.Except to the extent amended hereby, the Agreement remains 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 Effective Date.

ABSOLUTE SHARES TRUST U.S. BANK, N.A.
   
By:/s/ Don Schreiber Jr. By:
/s/ Gregory Farley
Name:
Don Schreiber Jr.
 Name:
Greg Farley
Title:President and Principal Executive Officer     Title:Senior Vice President     

    1

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

Base Fee for Accounting and Administration
The following reflects the greater of the basis point fee or annual minimum to the fund(s) in the same registered investment company (Trust-Level Pricing).

Annual Minimum per Fund1            Basis Points on Trust AUM1
Funds [ ]-[ ] $[ ]             First $[ ] [ ] bps
Funds [ ]-[ ]     $[ ]             Next $[ ]     [ ] bps
Funds [ ]+     $[ ]             Next $[ ]     [ ] bps
                        Balance [ ] bps
Base Fee for ETF Services

Annual Fee per fund
ETF Order Management     $[ ] per fund
ETF Transfer Agency     $[ ] per order (Create or Redeem)

Basket Creation    
Equities/Cash              [ ]bps
International Securities/Derivatives [ ]bps    
            
Fixed AP Fee              TBD/fund

Optional Services
ETF Stock Splits         $[ ]
ETF Liquidation         $[ ]
ETF Slippage Calculations     $[ ]/Fund/Year

See Appendix A for Services and Associated Fees in addition to the Base Fee
See Appendix B for Optional Supplemental Services and Associated in addition to the Base Fee

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial [ ]-year period. Following the initial [ ]-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive [ ]-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a [ ]-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such [ ]-year period.

Additional services not included herein 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 derivatives 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).

All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly
    2

Exhibit (h)(3)(f)
Appendix A
Accounting, Administration Services (in addition to the Base Fee)
Data Services
Pricing and Security Setup Services
For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)

$[ ] – Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps
$[ ] – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds
$[ ] – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds
$[ ]- Bank Loans
Derivative Instruments are generally charged at the following rates:
o$[ ] – Interest Rate Swaps, Foreign Currency Swaps
o$[ ] – Swaptions
o$[ ] – Credit Default Swaps
$[ ] Intraday money market funds pricing, up to [ ] times per day
$[ ] per Month Manual Security Pricing (>[ ]per day)

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 fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action, Factor (security paydown & prepayment time series), and ETF Income Projection Services
$[ ] per Foreign Equity Security per Month for Corporate Action Services
$[ ] per Domestic Equity Security per Month for Corporate Action Services
$[ ] per CMO and Asset Backed Security per Month / $[ ] for ETF Funds per month for Factor Services
$[ ] per Mortgage Backed Security per Month for Factor Services / no charge for ETF Funds
$[ ] per Fixed Income Security per Month for ETF funds only for ETF income projections
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
$[ ] per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)

Index Service Fees
•$[ ] per month per fund: Tier 0 for maintenance of data for performance calculations where the client is supplying the Index data
•$[ ] per month per fund: Tier 1 including but not limited to: ICE Indexes, Morningstar, Bloomberg, S&P, Dow Jones, CBOE, and HFRI Indexes
•$[ ] per month per fund: Tier 2 including but not limited to: MSCI Indexes, FTSE Russell
•$[ ] per month per fund: Tier 3 including but not limited to: Wilshire Indexes, Lipper JPM
•$[ ] per month per fund additional fee for creation of a blended index, in addition to Tier index fees.

Note: Rates are tiered based upon rates charged by the index provider and are subject to change. S&P Global and Dow Jones are their standard packages only, specialized packages from all index providers will result in a higher fee. Use of other, custom, and blended indexes may result in additional fee. Index
    3

Exhibit (h)(3)(f)
providers may require a direct contract in addition to the above service contract, which may result in additional fees payable to the index provider.

All Data Service charges are subject to change based on cost increases from underlying data providers.

SEC Modernization Requirements
Form N-PORT – $[ ] per year, per Fund
Form N-CEN – $[ ] per year, per Fund
Tailored shareholder reporting - $[ ] per year, per Fund (first class), $[ ] per year for each additional class

Expense Processing and Budgeting Services – Non-Unitary Fee ETFs:
Fund administration payment of fund expenses and quarterly budgeting on behalf of ETFs not utilizing a unitary fee structure:
•$[ ] per year, per Fund
Chief Compliance Officer Support Fee
CCO support annual fee of $[ ] per trust for each U.S. Bank service selected (administration, accounting, transfer agent, custodian)
This fee includes:
Access to the CCO Portal including business line Critical Procedures, Compliance Controls, Reporting on Testing of Compliance Controls, Annual U.S. Bank Global Fund Services CCO Review, SOC1 audits of business lines
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
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 [ ]) and Capital Gain Dividend Estimates (Limited to [ ]).
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, postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification 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.
    4

Exhibit (h)(3)(f)
Appendix B
OPTIONAL 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
■ Additional fee of $[ ] per fund per year (first fund included in base fee)

SEC Derivatives Rule 18f-4 Confluence Technologies Offering
OfferingPrice per Fund per Month*
Limited Derivatives User[ ]
Full Derivatives User (no OTC derivatives)[ ]
Full Derivative User (with 1-5 OTC derivatives)[ ]
Full Derivative User (with 5 or more OTC derivatives)[ ]
Closed Fund Data Maintenance Fee[ ]
*Additional fees may apply from index providers
Section 15(c) Reporting
$[ ] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report
Performance reporting package: Peer Comparison Report
Additional 15(c) reporting is subject to additional charges
Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:

Percentage of individual level 2 instruments held by a FundMonthly Fee for Such Fund1
[ ]% or less
[ ]
More than [ ]% but less than [ ]%[ ]
[ ]% or more
[ ]

Note: The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS’ ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5 Supplemental Services may, in USBGFS’ sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided
1 NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS’ chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.
    5

Exhibit (h)(3)(f)
may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.
Digital Board Materials:

Comprehensive Digital Services

Comprehensive Digital Services
Description
Annual Price1 (USD)
Base Fee[ ]
Per User Fee2
[ ]
Per Separate Committee3 Fee
[ ]

1 Subject to an annual increase, provided that the annual increase will not exceed [ ]% through October 2025

2 Per user fee applies to all users excluding any USBGFS employee who is not an officer in a Multiple Series Trust sponsored by USBGFS.
    
3 A committee consists of a separate space on Diligent’s board portal that can be used to host and organize materials outside of the main board meeting, such as audit committees, governance committees, and executive committees.

Light Digital Offering

Light Digital Offering
Description
Annual Price1 (USD)
Base Fee[ ]

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).
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[ ]
C- Corp Administrative Services
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

Optional Tax Services
Additional services excluded from the Base Fee are:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year
Additional Capital Gain Dividend Estimates – (First [ ] included in core services) – $[ ] per additional estimate
State tax returns - (First [ ] included in core services) – $[ ] per additional return
    6

Exhibit (h)(3)(f)
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
Prepare provision estimates – $[ ] Per estimate
State Tax Returns
Prepare state income tax returns for funds and blocker entities – $[ ] per state return
Sign state income tax returns – $[ ] per state return
Assist in filing state income tax returns – Included with preparation of returns
State tax notice consultative support and resolution – $[ ] per fund

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.


    7