Filed with the U.S. Securities and Exchange Commission on May 14, 2026
1933 Act Registration File No. 333-206240
1940 Act File No. 811-23084
UNITED STATES
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. | 249 | | [ | X | ] |
and/or
| | | | | | | | | | | | | | | | | |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [ | X | ] |
| Amendment No. | 252 | | [ | | ] |
(Check appropriate box or boxes.)
SERIES PORTFOLIOS TRUST
(Exact Name of Registrant as Specified in Charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (414) 765-6115
Ryan L. Roell, President and Principal Executive Officer
Series Portfolios Trust
615 East Michigan Street
Milwaukee, WI 53202
(Name and Address of Agent for Service)
Copy to:
JoAnn M. Strasser
Thompson Hine LLP
41 South High Street, 17th Floor
Columbus, OH 43215
It is proposed that this filing will become effective
| | | | | |
| ☒ | immediately upon filing pursuant to paragraph (b) |
| ☐ | on __________ pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on __________ pursuant to paragraph (a)(1) |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) |
| ☐ | on __________ pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Explanatory Note: This Post-Effective Amendment No. 249 to the Registration Statement on Form N-1A of Series Portfolios Trust (the “Trust”) is being filed to provide exhibits to the registration statement.
SERIES PORTFOLIOS TRUST (the “Trust”)
PART C
(Hexis Acitve Nicotine Engagement ETF)
OTHER INFORMATION
Item 28. Exhibits
| | | | | | | | | | | |
(a) | (i) | | |
| (ii) | | |
(b) | | | |
(c) | | | |
(d) | (i) | | |
| (ii) | | |
(e) | (i) | | |
| | (A) | |
| (ii) | | |
(f) | | | Bonus or Profit Sharing Contracts – not applicable. |
(g) | (i) | | |
| | (A) | |
(h) | (i) | | |
| | (A) | |
| | | | | | | | | | | |
| (ii) | | |
| | (A) | |
| (iii) | | |
| | (A) | |
| (iv) | |
| (i) | (i) | | |
| (j) | | | Consent of Independent Registered Public Accounting Firm – not applicable. |
| (k) | | | Omitted Financial Statements – not applicable. |
| (l) | | | |
| (m) | | | |
| (n) | | | Rule 18f-3 Plan – not applicable. |
| (o) | | | Reserved |
| (p) | (i) | | |
| (ii) | | |
| (iii) | | |
Item 29. Persons Controlled by or Under Common Control with Registrant
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 30. Indemnification
Reference is made to Article VII, Section 2 of the Registrant’s Amended and Restated Agreement and Declaration of Trust, Article VI of Registrant’s Amended and Restated Bylaws, and Section 8 of the Distribution Agreement. With respect to the Registrant, the general effect of these provisions is to indemnify any person (Trustee, officer, employee or agent, among others) who was or is a party to any proceeding by reason of their actions performed in their official or duly authorized capacity on behalf of the Trust. With respect to the Distributor, the general effect of the relevant provisions is to indemnify
those entities for claims arising out of any untrue statement or material fact contained in the Funds’ Registration Statement, reports to shareholders or advertising and sales literature.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “1933 Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 1933 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 a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities 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 1933 Act and will be governed by the final adjudication of such issue.”
Item 31. Business and Other Connections of Investment Adviser
The response to this Item is incorporated by reference to the Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the SEC. The Adviser’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.
Item 32. Principal Underwriter.
(a) Quasar Distributors, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
1. Abacus FCF ETF Trust
2. Advisor Managed Portfolios
3. Antares Private Credit Fund
4. Capital Advisors Growth Fund, Series of Advisors Series Trust
5. Chase Growth Fund, Series of Advisors Series Trust
6. Davidson Multi-Cap Equity Fund, Series of Advisors Series Trust
7. Edgar Lomax Value Fund, Series of Advisors Series Trust
8. Huber Large Cap Value Fund, Series of Advisors Series Trust
9. Huber Mid Cap Value Fund, Series of Advisors Series Trust
10. Huber Select Large Cap Value Fund, Series of Advisors Series Trust
11. Huber Small Cap Value Fund, Series of Advisors Series Trust
12. Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust
13. Medalist Partners MBS Total Return Fund, Series of Advisors Series Trust
14. Medalist Partners Short Duration Fund, Series of Advisors Series Trust
15. O'Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust
16. PIA BBB Bond Fund, Series of Advisors Series Trust
17. PIA High Yield (MACS) Fund, Series of Advisors Series Trust
18. PIA High Yield Fund, Series of Advisors Series Trust
19. PIA MBS Bond Fund, Series of Advisors Series Trust
20. PIA Short-Term Securities Fund, Series of Advisors Series Trust
21. Poplar Forest Cornerstone Fund, Series of Advisors Series Trust
22. Poplar Forest Partners Fund, Series of Advisors Series Trust
23. Pzena Emerging Markets Value Fund, Series of Advisors Series Trust
24. Pzena International Small Cap Value Fund, Series of Advisors Series Trust
25. Pzena International Value ETF, Series of Advisors Series Trust
26. Pzena International Value Fund, Series of Advisors Series Trust
27. Pzena Mid Cap Value Fund, Series of Advisors Series Trust
28. Pzena Small Cap Value Fund, Series of Advisors Series Trust
29. Pzena U.S. Large Cap Value ETF, Series of Advisors Series Trust
30. Vox populi ETF, Series of Advisors Series Trust
31. Scharf ETF, Series of Advisors Series Trust
32. Scharf Global Opportunity ETF, Series of Advisors Series Trust
33. Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust
34. Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust
35. Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust
36. The Aegis Funds
37. Allied Asset Advisors Funds
38. Angel Oak Funds Trust
39. Angel Oak Strategic Credit Fund
40. Brookfield Infrastructure Income Fund Inc.
41. Brookfield Investment Funds
42. Buffalo Funds
43. RJ Eagle GCM Dividend Select Income ETF, Series of Carillon Series Trust
44. RJ Eagle Municipal Income ETF, Series of Carillon Series Trust
45. RJ Eagle Vertical Income ETF, Series of Carillon Series Trust
46. DoubleLine Funds Trust
47. AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions
48. AAM Brentview Dividend Growth ETF, Series of ETF Series Solutions
49. AAM Crescent CLO ETF, Series of ETF Series Solutions
50. AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions
51. AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions
52. AAM Sawgrass U.S. Large Cap Quality Growth ETF, Series of ETF Series Solutions
53. AAM Sawgrass U.S. Small Cap Quality Growth ETF, Series of ETF Series Solutions
54. AAM SLC Low Duration Income ETF, Series of ETF Series Solutions
55. AAM Todd International Intrinsic Value ETF, Series of ETF Series Solutions
56. AAM Transformers ETF, Series of ETF Series Solutions
57. Acquirers Small and Micro Deep Value ETF, Series of ETF Series Solutions
58. Aptus April Buffer, Series of ETF Series Solutions
59. Aptus Collared Investment Opportunity ETF, Series of ETF Series Solutions
60. Aptus Deferred Income ETF, Series of ETF Series Solutions
61. Aptus Defined Risk ETF, Series of ETF Series Solutions
62. Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions
63. Aptus Enhanced Yield ETF, Series of ETF Series Solutions
64. Aptus International Enhanced Yield ETF, Series of ETF Series Solutions
65. Aptus January Buffer ETF, Series of ETF Series Solutions
66. Aptus July Buffer ETF, Series of ETF Series Solutions
67. Aptus Laddered Buffer ETF, Series of ETF Series Solutions
68. Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions
69. Aptus Large Cap Upside ETF, Series of ETF Series Solutions
70. Aptus October Buffer ETF, Series of ETF Series Solutions
71. Bahl & Gaynor Dividend ETF, Series of ETF Series Solutions
72. Bahl & Gaynor Income Growth ETF, Series of ETF Series Solutions
73. Bahl & Gaynor Small Cap Dividend ETF, Series of ETF Series Solutions
74. BTD Capital Fund, Series of ETF Series Solutions
75. Carbon Strategy ETF, Series of ETF Series Solutions
76. ClearShares OCIO ETF, Series of ETF Series Solutions
77. ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions
78. ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions
79. Colterpoint Net Lease Real Estate ETF, Series of ETF Series Solutions
80. Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions
81. Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions
82. Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions
83. ETFB Green SRI REITs ETF, Series of ETF Series Solutions
84. Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions
85. Hoya Capital Housing ETF, Series of ETF Series Solutions
86. LHA Market State Tactical Beta ETF, Series of ETF Series Solutions
87. LHA Market State Tactical Q ETF, Series of ETF Series Solutions
88. LHA Risk-Managed Income ETF, Series of ETF Series Solutions
89. McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions
90. Opus Small Cap Value ETF, Series of ETF Series Solutions
91. The Acquirers Fund, Series of ETF Series Solutions
92. The Brinsmere Fund - Conservative ETF, Series of ETF Series Solutions
93. The Brinsmere Fund - Growth ETF, Series of ETF Series Solutions
94. U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions
95. U.S. Global JETS ETF, Series of ETF Series Solutions
96. U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions
97. U.S. Global Technology and Aerospace & Defense ETF, Series of ETF Series Solutions
98. US Vegan Climate ETF, Series of ETF Series Solutions
99. First American Funds Trust
100. FundX Investment Trust
101. The Glenmede Fund, Inc.
102. The GoodHaven Funds Trust
103. Harding, Loevner Funds, Inc.
104. Hennessy Funds Trust
105. Horizon Funds
106. Hotchkis & Wiley Funds
107. Intrepid Capital Management Funds Trust
108. Jacob Funds Inc.
109. The Jensen Quality Growth Fund Inc.
110. Kirr, Marbach Partners Funds, Inc.
111. Core Alternative ETF, Series of Listed Funds Trust
112. Optimized Equity Income ETF, Series of Listed Funds Trust
113. Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust
114. Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust
115. LKCM Funds
116. LoCorr Investment Trust
117. MainGate Trust
118. ATAC Rotation Fund, Series of Managed Portfolio Series
119. Kensington Active Advantage Fund, Series of Managed Portfolio Series
120. Kensington Credit Opportunities ETF, Series of Managed Portfolio Series
121. Kensington Defender Fund, Series of Managed Portfolio Series
122. Kensington Dynamic Allocation Fund, Series of Managed Portfolio Series
123. Kensington Hedged Premium Income ETF, Series of Managed Portfolio Series
124. Kensington Managed Income Fund, Series of Managed Portfolio Series
125. LK Balanced Fund, Series of Managed Portfolio Series
126. Leuthold Core ETF, Series of Managed Portfolio Series
127. Leuthold Core Investment Fund, Series of Managed Portfolio Series
128. Leuthold Global Fund, Series of Managed Portfolio Series
129. Leuthold Grizzly Short Fund, Series of Managed Portfolio Series
130. Leuthold Select Industries ETF, Series of Managed Portfolio Series
131. Muhlenkamp Fund, Series of Managed Portfolio Series
132. Nuance Concentrated Value Fund, Series of Managed Portfolio Series
133. Nuance Mid Cap Value Fund, Series of Managed Portfolio Series
134. Olstein All Cap Value Fund, Series of Managed Portfolio Series
135. Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series
136. Port Street Quality Growth Fund, Series of Managed Portfolio Series
137. Reinhart Genesis PMV Fund, Series of Managed Portfolio Series
138. Reinhart International PMV Fund, Series of Managed Portfolio Series
139. Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series
140. Tremblant Global ETF, Series of Managed Portfolio Series
141. Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios
142. Hood River Emerging Markets Fund, Series of Manager Directed Portfolios
143. Hood River International Opportunity Fund, Series of Manager Directed Portfolios
144. Hood River New Opportunities Fund, Series of Manager Directed Portfolios
145. Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios
146. SanJac Alpha Core Plus Bond ETF, Series of Manager Directed Portfolios
147. SanJac Alpha Low Duration ETF, Series of Manager Directed Portfolios
148. SWP Growth & Income ETF, Series of Manager Directed Portfolios
149. Vert Global Sustainable Real Estate ETF, Series of Manager Directed Portfolios
150. Mason Capital Fund Trust
151. Matrix Advisors Funds Trust
152. Monetta Trust
153. Nicholas Equity Income Fund, Inc.
154. Nicholas Fund, Inc.
155. Nicholas II, Inc.
156. Nicholas Limited Edition, Inc.
157. Oaktree Asset-Backed Income Fund Inc.
158. Oaktree Diversified Income Fund Inc.
159. Permanent Portfolio Family of Funds
160. Procure ETF Trust II
161. Professionally Managed Portfolios
162. Provident Mutual Funds, Inc.
163. Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc.
164. Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc.
165. Adara Smaller Companies Fund, Series of The RBB Fund, Inc.
166. Aquarius International Fund, Series of The RBB Fund, Inc.
167. Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc.
168. Boston Partners Global Equity Fund, Series of The RBB Fund, Inc.
169. Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc.
170. Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc.
171. Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc.
172. Campbell Systematic Macro Fund, Series of The RBB Fund, Inc.
173. F/m 10-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
174. F/m 2-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
175. F/m 3-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
176. F/m Callable Tax-Free Municipal ETF, Series of The RBB Fund, Inc.
177. F/m Compoundr High Yield Bond ETF, Series of The RBB Fund, Inc.
178. F/m Compoundr U.S. Aggregate Bond ETF, Series of The RBB Fund, Inc.
179. F/m Emerald Life Sciences Innovation ETF, Series of The RBB Fund, Inc.
180. F/m Emerald Special Situations ETF, Series of The RBB Fund, Inc.
181. F/m High Yield 100 ETF, Series of The RBB Fund, Inc.
182. F/m Investments Large Cap Focused Fund Series of The RBB Fund, Inc.
183. F/m Opportunistic Income ETF, Series of The RBB Fund, Inc.
184. F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF Series of The RBB Fund, Inc.
185. F/m US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc.
186. F/m US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc.
187. F/m US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc.
188. F/m US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc.
189. F/m US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc.
190. F/m US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc.
191. F/m US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc.
192. F/m US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc.
193. F/m US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc.
194. F/m US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc.
195. Motley Fool 100 Index ETF, Series of The RBB Fund, Inc.
196. Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc.
197. Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc.
198. Motley Fool Innovative Growth Factor ETF, Series of The RBB Fund, Inc.
199. Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc.
200. Motley Fool Momentum Factor ETF, Series of The RBB Fund, Inc.
201. Motley Fool Next Index ETF, Series of The RBB Fund, Inc.
202. Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc.
203. Motley Fool Value Factor ETF, Series of The RBB Fund, Inc.
204. MUFG Japan Small Cap Active ETF, Series of The RBB Fund, Inc.
205. Oakhurst Fixed Income Fund, Series of The RBB Fund, Inc.
206. SGI Dynamic Tactical ETF, Series of The RBB Fund, Inc.
207. SGI Enhanced Core ETF, Series of The RBB Fund, Inc.
208. SGI Enhanced Global Income ETF, Series of The RBB Fund, Inc.
209. SGI Enhanced Market Leaders ETF, Series of The RBB Fund, Inc.
210. SGI Global Equity Fund, Series of The RBB Fund, Inc.
211. SGI Peak Growth Fund, Series of The RBB Fund, Inc.
212. SGI Prudent Growth Fund, Series of The RBB Fund, Inc.
213. SGI Small Cap Core Fund, Series of The RBB Fund, Inc.
214. SGI U.S. Large Cap Core ETF, Series of The RBB Fund, Inc.
215. SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc.
216. WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc.
217. WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc.
218. The RBB Fund Trust
219. RBC Funds Trust
220. Rockefeller Municipal Opportunities Fund
221. SEG Partners Long/Short Equity Fund
222. Series Portfolios Trust
223. Thompson IM Funds, Inc.
224. Tortoise Capital Series Trust
225. Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers
226. Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers
227. CrossingBridge Low Duration High Income Fund, Series of Trust for Professional Managers
228. CrossingBridge Nordic High Income Bond Fund, Series of Trust for Professional Managers
229. CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers
230. CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers
231. RiverPark Strategic Income Fund, Series of Trust for Professional Managers
232. Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers
233. Jensen Global Quality Growth Fund, Series of Trust for Professional Managers
234. Jensen Quality MidCap Fund, Series of Trust for Professional Managers
235. Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers
236. Rockefeller US Small Cap Core Fund, Series of Trust for Professional Managers
237. Wall Street EWM Funds Trust
(b)The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is 190 Middle Street, Suite 301 Portland, Maine 04101:
| | | | | | | | | | | |
| Name | Address | Positions with Underwriter | Position with Registrant |
| Teresa Cowan | 190 Middle Street, Suite 301, Portland, Maine 04101 | President/Manager | None |
Chris Lanza | 190 Middle Street, Suite 301, Portland, Maine 04101 | Vice President | None |
| Kate Macchia | 190 Middle Street, Suite 301, Portland, Maine 04101 | Vice President | None |
| Susan L. LaFond | 190 Middle Street, Suite 301, Portland, Maine 04101 | Vice President and Chief Compliance Officer and Treasurer | None |
Gabriel E. Edelman | 190 Middle Street, Suite 301, Portland, Maine 04101 | Secretary | None |
| Weston Sommers | 190 Middle Street, Suite 301, Portland, Maine 04101 | Financial and Operations Principal and Chief Financial Officer | None |
(c) Not applicable.
Item 33. Location of Accounts and Records
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:
| | | | | |
| Records Relating to: | Are located at: |
| Registrant’s Fund Administrator, Fund Accountant and Transfer Agent | U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3rd Floor Milwaukee, Wisconsin 53202 |
| Registrant’s Custodian | U.S. Bank, National Association 1555 N. River Center Drive, Suite 302 Milwaukee, Wisconsin 53212 |
| Registrant’s Distributor | Quasar Distributors, LLC 190 Middle Street, Suite 301 Portland, Maine 04101 |
| Registrant’s Investment Adviser | Hexis Capital Management Limited 2 Lakeview Stables, Lower St. Clere Kemsing, Sevenoaks, England TN15 6NL |
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, (the “Securities Act”) and the Investment Company Act of 1940, as amended, the Registrant, Series Portfolios Trust, certifies that this Post-Effective Amendment No. 249 to its Registration Statement on Form N-1A meets all of the requirements for effectiveness pursuant to Rule 485(b) under the Securities Act and it has duly caused this Post-Effective Amendment No. 249 to its Registration Statement on Form N-1A to be signed below on its behalf by the undersigned, duly authorized, in the City of Milwaukee, and State of Wisconsin, on the 14th day of May, 2026.
Series Portfolios Trust
By: /s/ Ryan L. Roell
Ryan L. Roell
President
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 249 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | | | | | |
| Signature | Title | Date |
| | |
| Daniel B. Willey* | Trustee | May 14, 2026 |
| Daniel B. Willey | | |
| | |
| Debra McGinty-Poteet* | Trustee | May 14, 2026 |
| Debra McGinty-Poteet | | |
| | |
| Koji Felton* | Chair and Trustee | May 14, 2026 |
| Koji Felton | | |
| | |
| /s/ Ryan L. Roell | President and Principal | May 14, 2026 |
| Ryan L. Roell | Executive Officer | |
| | |
| Douglas Schafer* | Treasurer, Principal Financial | May 14, 2026 |
| Douglas Schafer | Officer and Principal Accounting | |
| Officer | |
| | |
| | |
| *By: /s/ Ryan L. Roell | | May 14, 2026 |
Ryan L. Roell Attorney-In Fact pursuant to Power of Attorney | | |
Exhibit Index
| | | | | |
| Exhibit No. | Exhibit |
| (e)(i)(A) | |
| (g)(i)(A) | |
| (h)(i)(A) | |
| (h)(ii)(A) | |
| (h)(iii)(A) | |
| |
| |
FORM OF NINTH AMENDMENT TO ETF DISTRIBUTION AGREEMENT
THIS NINTH AMENDMENT (this “Amendment”) to the ETF distribution agreement dated December 27, 2021 (the “Agreement”), between Series Portfolios Trust (the “Trust”), a Delaware statutory trust, and Quasar Distributors, LLC (together with the Trust, the “Parties”), a Delaware limited liability company, has an Effective Date of January 5, 2026.
RECITALS
WHEREAS, the Parties have entered into the Agreement.
WHEREAS, the Parties desire to amend Exhibit A of the Agreement.
WHEREAS, Section 8(b) of the Agreement allows for its amendment by a written instrument executed by all parties.
NOW, THEREFORE, the Parties agree that:
1.Exhibit A of the Agreement is replaced by Exhibit A attached hereto.
2.Except to the extent amended hereby, the Agreement shall remain in full force and effect.
3.This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF. the Parties have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.
| | | | | |
SERIES PORTFOLIOS TRUST | QUASAR DISTRIBUTORS, LLC |
| |
By:/s/ Ryan L.Roell | By:/s/ Teresa Cowan |
Name: Ryan L. Roell | Name: Teresa Cowan |
Title: President | Title: President |
Date: 12/17/2025 | Date: 12/17/2025 |
EXHIBIT A
Infrastructure Capital Equity Income Fund ETF (NYSE: ICAP)
AdaptivTM Select ETF (NYSE: ADPV) Eldridge BBB-B CLO ETF (NYSE: CLOZ)
Eldridge AAA CLO ETF (NYSE: CLOX)
Infrastructure Capital Small Cap Income ETF (NYSE: SCAP)
Infrastructure Capital Bond Income ETF (NYSE: BNDS) Elm Market Navigator ETF (NYSE: ELM)
Equable Shares Hedged Equity ETF (NYSE: HEDG)
Hexis Active Nicotine Engagement ETF (NYSE: NICO)
Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO THE
SERIES PORTFOLIOS TRUST
CUSTODY AGREEMENT
THIS AMENDMENT to the Custody Agreement, dated as of September 15, 2015, as amended (the “Agreement”), is entered into as of the last date on the signature block (the “Effective Date”), by and between SERIES PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the Exhibit for Hexis Capital Management Limited and its corresponding fee schedule; 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 to amend the Agreement and add the
following series of Series Portfolios Trust:
•The Exhibit for Hexis Capital Management Limited attached hereto is hereby added to the Agreement.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the Effective Date.
| | | | | |
SERIES PORTFOLIOS TRUST | U.S. BANK NATIONAL ASSOCIATION |
By: /s/ Ryan L. Roell | By: /s/ Gregory Farley |
| Name: Ryan L. Roell | Name: Gregory Farley |
| Title: President | Title: Senior Vice President |
| Date: 1/28/2026 | Date: 1/29/2026 |
Exhibit for Hexis Capital Management Limited. to the
Series Portfolios Trust
Custody Agreement
Name of Series
Hexis Active Nicotine Engagement ETF
Base Fee for Custody Services
The following reflects the greater of the basis point fee or annual minimum where Hexis Capital Management Limited (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.
Annual Minimum per Fund1 Basis Points on Trust AUM1
$[...] First $[...] [...] bp
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 two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial two-year period. Following the initial two-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive two-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such two-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
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. Bank 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.
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 – [...]% of gross proceeds, $[...] minimum recovery.
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
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”.
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 | [...] |
APPENDIX D
Additional Global Sub-Custodial Services Annual Fee Schedule
Base Fee
A monthly base fee of $[...] per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the following 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 Trades1. (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.”
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.
[SIGNATURE ON NEXT PAGE]
Adviser’s Signature Acknowledging the Fee Schedule
Hexis Capital Management Limited
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ___________________________
Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO THE
SERIES PORTFOLIOS TRUST
FUND ADMINISTRATION SERVICING AGREEMENT
THIS AMENDMENT to the Fund Administration Servicing Agreement dated as of September 15, 2015, as amended (the “Agreement”), is entered into as of the last date on the signature page (the “Effective Date”), by and between SERIES PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the Exhibit for Hexis Capital Management Limited and its corresponding fee schedule; 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 and add the
following series of Series Portfolios Trust:
•The Exhibit for Hexis Capital Management Limited attached hereto is hereby added to the Agreement.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the Effective Date.
| | | | | |
| SERIES PORTFOLIOS TRUST | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ Ryan L. Roell | By: /s/ Gregory Farley |
| Name: Ryan L. Roell | Name: Gregory Farley |
| Title: President | Title: Senior Vice President |
| Date: 1/28/2026 | Date: 1/29/2026 |
Exhibit for Hexis Capital Management Limited to the
Series Portfolios Trust
Fund Administration Servicing Agreement
Name of Series
Hexis Active Nicotine Engagement ETF
Fund Start-up & Registration Services Project Fee Schedule
Regulatory Administration Services - in support of external legal counsel
New fund launch – $[...] per fund or as negotiated
Ongoing Annual Regulatory Administration Services, including supplements –
o$[...] for first three active or inactive funds in same statutory prospectus
o$[...] for each additional active or inactive fund in the same statutory prospectus
Additional projects such as new share class launch, multi-managed funds, SEC exemptive order applications, expedited filings, asset conversion, and proxies – as negotiated based upon specific requirements
Above fees are applicable when all new funds are registered in 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 and legal expenses
EDGAR/iXBRL filing (may be charged by third-party or U.S. Bank)
All other Miscellaneous expenses
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.
Base Fee for Accounting, Administration Services
The following reflects the greater of the basis point fee or annual minimum where Hexis Capital Management Limited (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.
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 [...] bp
International Securities/Derivatives [...] bp
Fixed AP Fee [...]/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 Fees
Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial two-year period. Following the initial two-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive two-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such two-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
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 [...] 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 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 types 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 fees. Index
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.
Trust Chief Compliance Officer Annual Fee
$[...] for the first fund (subject to Board approval)
$[...] for each additional fund [...] (subject to change based on Board review and approval)
$[...] for each fund over [...] funds
$[...] per sub-adviser per fund (capped at $[...] per sub-adviser over the fund complex)
Per adviser relationship, and subject to change based upon board review and approval
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
Section 15(c) Reporting
$[...] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
•Expense reporting package: [...] peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
•Performance reporting package: Peer Comparison Report
Additional 15c reporting is subject to additional charges
Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Charges associated with accelerated effectiveness at DTCC, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.
APPENDIX B
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)
Daily Compliance Services
■$ [...] per trust per year - Base fee
■ Additional fee of $[...] per fund per year
SEC Derivatives Rule 18f-4 Confluence Technologies Offering
| | | | | |
| Offering | Price per Fund per Month |
| Limited Derivatives User | $[...] |
Full Derivatives User ([...] OTC derivatives) | $[...] |
Full Derivative User (with [...] OTC derivatives) | $[...] |
Full Derivative User (with [...] or [...] OTC derivatives) | $[...] |
| Closed Fund Data Maintenance Fee | $[...] |
*Additional fees may apply from index providers
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:
| | | | | |
| Percentage of individual level 2 instruments held by a Fund | Monthly 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 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.
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.
Digital Board Materials:
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
| | | | | |
| 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).
C- Corp Administrative Services
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[...]
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[...]
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[...]
Optional Tax Services:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...] per year
Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...] per additional estimate
State tax returns - (First two included in core services) – $[...] per additional return
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
Adviser’s Signature Acknowledging the Fee Schedule
Hexis Capital Management Limited
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ___________________________
Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO THE
SERIES PORTFOLIOS TRUST
FUND ACCOUNTING SERVICING AGREEMENT
THIS AMENDMENT to the Fund Accounting Servicing Agreement dated as of September 15, 2015, as amended (the “Agreement”), is entered into as of the last date on the signature block (the “Effective Date”), by and between SERIES PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the Exhibit for Hexis Capital Management Limited and its corresponding fee schedule; and
WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree to amend the Agreement and add the
following series of Series Portfolios Trust:
•The Exhibit for Hexis Capital Management Limited attached hereto is hereby added to the Agreement.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the Effective Date.
| | | | | |
| SERIES PORTFOLIOS TRUST | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ Ryan L. Roell | By: /s/ Gregory Farley |
| Name: Ryan L. Roell | Name: Gregory Farley |
| Title: President | Title: Senior Vice President |
| Date: 1/28/2026 | Date: 1/29/2026 |
Exhibit for Hexis Capital Management Limited to the
Series Portfolios Trust
Fund Accounting Servicing Agreement
Name of Series
Hexis Active Nicotine Engagement ETF
Base Fee for Accounting, Administration Services
The following reflects the greater of the basis point fee or annual minimum where Hexis Capital Management Limited (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.
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 [...] bp
International Securities/Derivatives [...] bp
Fixed AP Fee [...]/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 Fees
Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial two-year period. Following the initial two-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive two-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such two-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
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 [...] 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 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 types 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 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.
Trust Chief Compliance Officer Annual Fee
$[...] for the first fund (subject to Board approval)
$[...] for each additional fund [...] (subject to change based on Board review and approval)
$[...] for each fund over [...] funds
$[...] per sub-adviser per fund (capped at $[...] per sub-adviser over the fund complex)
Per adviser relationship, and subject to change based upon board review and approval
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
Section 15(c) Reporting
$[...] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
•Expense reporting package: [...] peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
•Performance reporting package: Peer Comparison Report
Additional 15c reporting is subject to additional charges
Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Charges associated with accelerated effectiveness at DTCC, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, expenses related to and including travel to and
from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.
APPENDIX B
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)
Daily Compliance Services
■$ [...] per trust per year - Base fee
■ Additional fee of $[...] per fund per year
SEC Derivatives Rule 18f-4 Confluence Technologies Offering
| | | | | |
| Offering | Price 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
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:
| | | | | |
| Percentage of individual level 2 instruments held by a Fund | Monthly 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 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.
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.
Digital Board Materials:
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
| | | | | |
| 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).
C- Corp Administrative Services
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[...]
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[...]
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[...]
Optional Tax Services:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...] per year
Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...] per additional estimate
State tax returns - (First two included in core services) – $[...] per additional return
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
•
Adviser’s Signature Acknowledging the Fee Schedule
Hexis Capital Management Limited
By:
Name: _________________________
Title: _________________________
Date: _________________________
Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO THE
SERIES PORTFOLIOS TRUST
AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
THIS AMENDMENT to the Amended and Restated Transfer Agent Servicing Agreement, dated as of October 22, 2021, as amended (the “Agreement”), is entered into as of the last date on the signature block (the “Effective Date”), by and between SERIES PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the Exhibit for Hexis Capital Management Limited and its corresponding fee schedule; and
WHEREAS, Section 13 of the Agreement allows for its amendment by a written
instrument executed by both parties.
NOW, THEREFORE, the parties agree to amend the Agreement and add the
following series of Series Portfolios Trust:
•The Exhibit for Hexis Capital Management Limited. attached hereto is hereby added to the Agreement.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the Effective Date.
| | | | | |
| SERIES PORTFOLIOS TRUST | U.S. BANCORP FUND SERVICES, LLC |
By: /s/ Ryan L. Roell | By: /s/ Gregory Farley |
| Name: Ryan L. Roell | Name: Gregory Farley |
| Title: President | Title: Senior Vice President |
| Date: 1/28/2026 | Date: 1/29/2026 |
Exhibit for Hexis Capital Management Limited to the
Series Portfolios Trust
Amended and Restated Transfer Agent Servicing Agreement
Name of Series
Hexis Active Nicotine Engagement ETF
Base Fee for Accounting, Administration Services
The following reflects the greater of the basis point fee or annual minimum where Hexis Capital Management Limited (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.
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 [...] bp
International Securities/Derivatives [...] bp
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 Fees
Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial two-year period. Following the initial two-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive two-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such two-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
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 [...] 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 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 types 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 fees. Index 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.
Trust Chief Compliance Officer Annual Fee
$[...] for the first fund (subject to Board approval)
$[...] for each additional fund [...] (subject to change based on Board review and approval)
$[...] for each fund over [...] funds
$[...] per sub-adviser per fund (capped at $[...] per sub-adviser over the fund complex)
Per adviser relationship, and subject to change based upon board review and approval
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
Section 15(c) Reporting
$[...] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
•Expense reporting package: [...] peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
•Performance reporting package: Peer Comparison Report
Additional 15c reporting is subject to additional charges
Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Charges associated with accelerated effectiveness at DTCC, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc.), postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, expenses related to and including travel to and
from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.
APPENDIX B
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)
Daily Compliance Services
■$ [...] per trust per year - Base fee
■ Additional fee of $[...] per fund per year
SEC Derivatives Rule 18f-4 Confluence Technologies Offering
| | | | | |
| Offering | Price 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
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:
| | | | | |
| Percentage of individual level 2 instruments held by a Fund | Monthly 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 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.
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.
Digital Board Materials:
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
| | | | | |
| 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).
C- Corp Administrative Services
1940 Act C-Corp – U.S. Bank Fee Schedule plus $[...]
1933 Act C-Corp – U.S. Bank Fee Schedule plus $[...]
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[...]
Optional Tax Services:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...] per year
Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...] per additional estimate
State tax returns - (First two included in core services) – $[...] per additional return
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
[SIGNATURE ON NEXT PAGE]
Adviser’s Signature Acknowledging the Fee Schedule
Hexis Capital Management Limited
By: ____________________________
Name: ____________________________
Title: ____________________________
Date: ___________________________