ETF SUB-ADMINISTRATION AGREEMENT

Exhibit (h)(1)(iv)

 

ETF SUB-ADMINISTRATION AGREEMENT

 

This ETF Sub-Administration Agreement (this “Agreement”), dated February 11, 2025, is between Strategic Services, LLC (the “Administrator”), a Colorado limited liability company, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

 

Background

 

The Administrator serves as the fund administrator for the portfolios of the series of Strategic Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Administrator desires that ▇▇▇▇▇▇▇ perform certain services for each series of the Trust listed on Schedule A (as amended from time to time)(individually referred to herein as a “Fund” and collectively as the “Funds”). ▇▇▇▇▇▇▇ is willing to perform such services on the terms and conditions set forth in this Agreement.

 

Terms and Conditions

 

1.

Retention of Ultimus

 

The Administrator retains Ultimus to act as the service provider on behalf the Trust and each Fund for the services set forth in each Addendum selected below (collectively, the “Services”), which are incorporated by reference into this Agreement. Ultimus accepts such employment to perform the selected Services.

 

☐ Sub-Fund Accounting Addendum

 

☒ Sub-Fund Administration Addendum

 

2.

Allocation of Charges and Expenses

 

2.1.

Ultimus shall furnish at its own expense the executive, supervisory, and clerical personnel necessary to perform its obligations under this Agreement.

 

2.2.

The Administrator acknowledges and agrees that, except as provided in Section 2.1, ▇▇▇▇▇▇▇ shall not be responsible to pay any expenses of the Administrator or any Fund, including, without limitation: organization costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, information statements, proxy statements and related materials; all expenses incurred in connection with issuing and redeeming shares; the costs of custodial services; the cost of initial and ongoing registration or qualification of the shares under federal and state securities laws; fees and reimbursable expenses of Trustees who are not affiliated persons of Ultimus; insurance premiums; interest; brokerage costs; litigation and other extraordinary or nonrecurring expenses; and all fees and charges of the Administrator to each Fund.

 

3.

Compensation

 

3.1.

The Administrator, on behalf of each Fund, shall pay for the Services to be provided by ▇▇▇▇▇▇▇ under this Agreement in accordance with, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement.

 

 

3.2.

If this Agreement becomes effective subsequent to the first day of a month, ▇▇▇▇▇▇▇’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. If this Agreement terminates before the last day of a month, ▇▇▇▇▇▇▇’ compensation for that part of the month in which the Agreement is in effect shall be equal to a full calendar month’s worth of fees as calculated in a manner consistent with the calculation of the fees as set forth in the Fee Letter. The Administrator shall promptly pay ▇▇▇▇▇▇▇’ compensation for the preceding month.

 

3.3.

In the event that the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FINRA”), or any other regulator or self-regulatory authority adopts regulations and requirements relating to the payment of fees to service providers or which would result in any material increases in costs to provide the Services under this Agreement, the parties agree to negotiate in good faith amendments to this Agreement in order to comply with such requirements and provide for additional compensation for ▇▇▇▇▇▇▇ as mutually agreed to by the parties.

 

3.4.

In the event that any fees are disputed, the Administrator shall, on or before the due date, pay all undisputed amounts due hereunder and notify ▇▇▇▇▇▇▇ in writing of any disputed fees which it is disputing in good faith. Payment for such disputed fees shall be due on or before the tenth (10th) business day after the day on which ▇▇▇▇▇▇▇ provides to the Administrator documentation which reasonably supports the disputed charges.

 

4.

Reimbursement of Expenses

 

In addition to paying ▇▇▇▇▇▇▇ the fees described in the Fee Letter, the Administrator agrees to reimburse ▇▇▇▇▇▇▇ for its actual reasonable and documented reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following:

 

4.1.

Reasonable travel and lodging expenses incurred by officers and employees of ▇▇▇▇▇▇▇ in connection with attendance at meetings of each Fund’s Board of Trustees (the “Board”) or any committee thereof and shareholders’ meetings;

 

4.2.

All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of each Fund;

 

4.3.

All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by ▇▇▇▇▇▇▇ in communication with each Fund, the Administrator, the custodian to each Fund, counsel for each Fund, counsel for each Fund’s independent Trustees, each Fund’s independent accountants, dealers or others as required for Ultimus to perform the Services;

 

4.4.

The cost of obtaining secondary security market quotes and any securities data, including, but not limited to, the cost of fair valuation services and the cost of obtaining corporate action related data and securities master data; provided, Ultimus has informed the Trust, and the Trust has agreed to such fees and expenses in advance;

 

4.5.

The cost of electronic or other methods of storing records and materials;

 

 

4.6.

All fees and expenses incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services requested by each Fund; provided, Ultimus has informed the Trust, and the Trust has agreed to such fees and expenses in advance;

 

4.7.

Any expenses Ultimus shall incur at the direction of an officer of each Fund thereunto duly authorized other than an employee or other affiliated person of ▇▇▇▇▇▇▇ who may otherwise be named as an authorized representative of each Fund for certain purposes;

 

4.8.

A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); and

 

4.9.

Any additional expenses reasonably incurred by Ultimus in the performance of its duties and obligations under this Agreement; provided, Ultimus has informed the Trust, and the Trust has agreed to such fees and expenses in advance.

 

5.

Maintenance of Books and Records; Record Retention

 

5.1.

Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal Securities Laws as defined under Rule 38a-1 under the Investment Company Act.

 

5.2.

Ownership of Records

 

A.

▇▇▇▇▇▇▇ agrees that all such books, records, and other data (except computer programs and procedures) developed to perform the Services (collectively, “Client Records”) shall be the property of the Administrator or each Fund (as applicable).

 

B.

▇▇▇▇▇▇▇ agrees to provide the Client Records to the Administrator, at the expense of the Administrator, upon reasonable request, and to make such books and records available for inspection by the Administrator, a Fund, or its regulators at reasonable times.

 

C.

▇▇▇▇▇▇▇ agrees to furnish to the Administrator, at the expense of the Administrator, all Client Records in the electronic or other medium in which such material is then maintained by ▇▇▇▇▇▇▇ as soon as practicable after any termination of this Agreement. Unless otherwise required by applicable law, rules, or regulations, ▇▇▇▇▇▇▇ shall promptly turn over to the Administrator, upon the written request of the Administrator, or destroy the Client Records maintained by Ultimus pursuant to this Agreement. If Ultimus is required by applicable law, rule, or regulation to maintain any Client Records, it will provide the Administrator with copies as soon as reasonably practical after the termination.

 

5.3.

▇▇▇▇▇▇▇ agrees to keep confidential all Client Records, except when requested to divulge such information by duly constituted authorities or court process.

 

5.4.

If ▇▇▇▇▇▇▇ is requested or required to divulge such information by duly constituted authorities or court process, Ultimus shall, unless prohibited by law, promptly notify the Administrator of such request(s) so that the Administrator may seek, at the expense of the Administrator, an appropriate protective order.

 

 

6.

Subcontracting

 

Ultimus may, at its expense, subcontract with any entity or person concerning the provision of the Services; provided, however, that Ultimus will, on reasonable request by the Trust, provide to the Trust such details of the subcontractors, agents, delegates and other third parties used in respect of the provision of the Services as reasonably requested by the Trust; and if the Trust expresses any concerns to ▇▇▇▇▇▇▇ regarding bona fide performance issues with any subcontractor, delegate or agent, Ultimus will cooperate with the Trust to resolve such concerns on a mutually acceptable basis. Ultimus shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor, and that ▇▇▇▇▇▇▇ shall be responsible, to the extent provided in Section 10, for all acts of a subcontractor.

 

7.

Effective Date

 

7.1.

This Agreement shall become effective with respect to a Fund, except for the Running Oak Efficient Growth ETF, as of the date of commencement of operation of such Fund. With respect to the Running Oak Efficient Growth ETF, this Agreement shall become effective as of February 11, 2025 (such date for a Fund is the “Agreement Effective Date” with respect to such Fund).

 

7.2.

Each Addendum shall become effective with respect to a Fund as of the Agreement Effective Date with respect to such Fund.

 

8.

Term

 

8.1.

Initial Term. This Agreement shall continue in effect, unless earlier terminated by either party as provided under this Section 8, for a period of three (3) years from the date first above written (the “Initial Term”).

 

8.2.

Renewal Terms. Immediately following the Initial Term this Agreement shall automatically renew for successive one-year periods (a “Renewal Term”).

 

8.3.

Termination. A party may terminate this Agreement under the following circumstances.

 

A.

Termination for Good Cause. During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate this Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

 

(1)

a material breach of this Agreement by the Non-Terminating Party that has not been cured or remedied within 30 days after the Non-Terminating Party receives written notice of such breach from the Terminating Party;

 

(2)

the Non-Terminating Party takes a position regarding compliance with Federal Securities Laws that the Terminating Party reasonably disagrees with, the Terminating Party provides 30 days’ prior written notice of such disagreement, and the parties fail to come to agreement on the position within the 30-day notice period;

 

  

(3)

a final and unappealable judicial, regulatory, or administrative ruling or order in which the Non-Terminating Party has been found guilty of criminal or unethical behavior in the conduct of its business;

 

(4)

the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under the Bankruptcy Code of the United States Code, as then in effect; and

 

(5)

if the Board approves liquidation of a Fund, this Agreement may be terminated with respect to such Fund only, and such termination shall be deemed to be for “good cause”; provided that this Agreement remains in full force and effect with respect to all non-liquidating Funds; the only exception being if the liquidating Fund is the last or only Fund in the Trust, in which event this Agreement shall be terminated in its entirety upon liquidation of that sole remaining Fund and such termination shall be deemed to be for “good cause.”

 

B.

Out-of-Scope Termination. If the Administrator demands services that are beyond the scope of this Agreement and/or a Fund’s investment strategy, structure, holdings, or other aspects of a Fund’s operations deviate in any material respect from those ▇▇▇▇▇▇▇ understood to exist during the initial due diligence and onboarding stage, such that Ultimus is (or will be) required to employ resources, whether in the form of additional man hours, investment or otherwise, beyond what was originally anticipated by Ultimus (collectively, the “Out-of-Scope Services”), and the parties cannot agree on appropriate terms relating to such Out-of-Scope Services, Ultimus may terminate this Agreement upon not less than 120 days’ prior written notice.

 

C.

End-of-Term Termination. A party can terminate this Agreement at the end of the Initial Term or a Renewal Term by providing written notice of termination to the other party at least 90 days prior to the end of the Initial Term or then-current Renewal Term.

 

D.

Early Termination. Any termination by the Administrator other than termination under Section 8.3.A-C is deemed an “Early Termination” and is subject to an “Early Termination Fee” equal to the pro rated fee amount due to Ultimus through the end of the then-current term as calculated in the Fee Letter.

 

E.

Final Payment. Any unpaid compensation, reimbursement of expenses, or Early Termination Fee is due to Ultimus within 15 calendar days of the termination date provided in the notice of termination.

 

8.4.

No Waiver. Failure by either party to terminate this Agreement for a particular cause shall not constitute a waiver of its right to subsequently terminate this Agreement for the same or any other cause.

 

 

9.

Additional Funds

 

In the event that the Trust establishes one or more series of shares after the Agreement Effective Date, each such series of shares shall become, at the discretion of the Administrator and Ultimus, a Fund under this Agreement and shall be added to Schedule A and the Fee Letter.

 

10.

Standard of Care; Limits of Liability; Indemnification

 

10.1.

Standard of Care. Each party's duties are limited to those expressly set forth in this Agreement and the parties do not assume any implied duties. Each party shall use its best efforts in the performance of its duties and act in good faith in performing the Services or its obligations under this Agreement. Each party shall be liable for any damages, losses or costs arising directly out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses or costs arise directly out of its willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

 

10.2.

Limits of Liability

 

A.

▇▇▇▇▇▇▇ shall not be liable for any Losses (as defined below) arising from the following:

 

(1)

performing Services or duties pursuant to any oral, written, or electric instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or item of any kind that Ultimus reasonably believes to be genuine and to have been signed, presented, or furnished by a duly authorized representative of the Administrator (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Administrator for certain purposes);

 

(2)

operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services;

 

(3)

using valuation information provided by the Administrator’s approved third-party pricing service(s) for the purpose of valuing each Fund’s portfolio holdings;

 

(4)

subject to Section 6 of this Agreement, any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Ultimus’ reasonable control, including, without limitation, corrupt, faulty or inaccurate data provided to Ultimus by third-parties; and

 

(5)

any error, action or omission by the Administrator, Fund, or other past or current service provider.

 

B.

Ultimus may apply to the Administrator at any time for instructions and may, with the prior written consent of the Administrator, consult with counsel for the Administrator and with accountants and other experts with respect to any matter arising in connection with ▇▇▇▇▇▇▇' duties or the Services. Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.

 

 

C.

A copy of the Administrator’s organizational documents (the “Organizational Documents”) is on file with the Secretary of State (or equivalent authority) of the state in which the Administrator is organized, and notice is hereby given that this instrument is executed on behalf of the Administrator and not its officers individually and that the obligations of this instrument are not binding upon any of the officers or shareholders individually but are binding only upon the assets and property of the Administrator), and Ultimus shall look only to the assets of the Administrator) for the satisfaction of such obligations.

 

D.

▇▇▇▇▇▇▇ shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Administrator or any of the Administrator’s other service providers until receipt of written notice thereof from the Administrator (as applicable). As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services.

 

E.

The Board has and retains primary responsibility for oversight of all compliance matters relating to the Funds, including, but not limited to, compliance with the Investment Company Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance.

 

F.

To the maximum extent permitted by law, the Administrator agrees to limit Ultimus’ liability for any Losses (as defined below) suffered by the Administrator or any Fund to an amount that shall not exceed the total compensation received by Ultimus under this Agreement during the most recent rolling 12-month period or the actual time period this Agreement has been in effect if less than 12 months. This limitation shall apply regardless of the cause of action or legal theory asserted.

 

G.

In no event shall Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or ▇▇▇▇▇▇▇ was advised of the possibility thereof. Subject to Section 6 of this Agreement, ▇▇▇▇▇▇▇ shall not be liable for any corrupt, faulty or inaccurate data provided to Ultimus by any third-parties for use in delivering Ultimus’ Services to the Administrator or any Fund and Ultimus shall have no duty to independently verify and confirm the accuracy of third-party data. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

 

 

10.3.

Indemnification

 

A.

Each party (the “Indemnifying Party”) agrees to indemnify, defend, and protect the other party, including its trustees, directors, managers, officers, employees, and other agents (collectively, the “Indemnitees” and each an “Indemnitee”), and shall hold the Indemnitees harmless from and against any actions, suits, claims, losses, damages, liabilities, and reasonable costs, charges, and expenses (including attorney fees and investigation expenses) (collectively, “Losses”) arising directly out of (1) the Indemnifying Party’s failure to exercise the standard of care set forth above unless such Losses were caused in part by the Indemnitees own willful misfeasance, bad faith or gross negligence; (2) any violation of Applicable Law (defined below) by the Indemnifying Party or its affiliated persons or agents relating to this Agreement and the activities thereunder; and (3) any material breach by the Indemnifying Party or its affiliated persons or agents of this Agreement.

 

B.

Notwithstanding the foregoing provisions, the Administrator shall indemnify ▇▇▇▇▇▇▇ for Ultimus’ Losses arising from circumstances under Section 10.2.A, except to the extent such Losses are attributable to ▇▇▇▇▇▇▇’s willful misfeasance, bad faith or gross negligence.

 

C.

Upon the assertion of a claim for which either party may be required to indemnify the other, the Indemnitee shall promptly notify the Indemnifying Party of such assertion and shall keep the Indemnifying Party advised with respect to all developments concerning such claim. Notwithstanding the foregoing, the failure of the Indemnitee to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure.

 

D.

The Indemnifying Party shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify the Indemnitee except with the Indemnifying Party’s prior written consent.

 

10.4.

The provisions of this Section 10 shall survive termination of this Agreement.

 

11.

Force Majeure.

 

Neither party will be liable for Losses, loss of data, delay of Services, or any other issues caused by events beyond its reasonable control, including, without limitation, delays by third party vendors and/or communications carriers, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots, pandemics, failure of the mails, transportation, communication, or power supply.

 

 

12.

Representations and Warranties

 

12.1.

Joint Representations. Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

 

(A)

It is a corporation, partnership, trust, limited liability company, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized.

 

(B)

To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement.

 

(C)

For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”).

 

(D)

It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement.

 

(E)

This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties.

 

(F)

Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

 

12.2.

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

 

(A)

It shall cooperate and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund as appropriate or requested by ▇▇▇▇▇▇▇, in order to enable ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a Fund is/are unable to supply Ultimus with all of the information necessary for ▇▇▇▇▇▇▇ to perform the Services, ▇▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure.

 

(B)

The Organizational Documents of the Administrator and each Fund are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.

 

 

(C)

Each of the employees of ▇▇▇▇▇▇▇ (if any) who serves or has served at any time as an officer of each Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated.

 

(D)

Any officer of the Administrator shall be considered an individual who is authorized to provide ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator and received by ▇▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to ▇▇▇▇▇▇▇ the names of the Authorized Persons from time to time.

 

13.

Insurance

 

13.1.

Maintenance of Insurance Coverage. Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry; provided that each Fund’s insurance will be comprised of a D&O policy maintained through the investment adviser, along with the requisite fidelity bond. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

 

13.2.

Notice of Termination. A party shall promptly notify the other party should any of the notifying party’s insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefore.

 

14.

Information Provided by the Administrator

 

14.1.

Prior to the Agreement Effective Date. Prior to the Agreement Effective Date, the Administrator will furnish to Ultimus the following:

 

(A)

copies of the Organizational Documents and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

 

(B)

a list of all the officers of the Administrator, together with specimen signatures of those officers who are authorized to instruct ▇▇▇▇▇▇▇ in all matters;

 

(C)

each Fund’s registration statement and all amendments thereto filed with the SEC pursuant to the Securities Act and the Investment Company Act;

 

(D)

each Fund’s notification of registration under the Investment Company Act on Form N-1A as filed with the SEC;

 

 

(E)

an accurate, current list of shareholders of each existing series of each Fund, if applicable, showing each shareholder’s address of record, number of shares owned and whether such shares are represented by outstanding share certificates;

 

(F)

copies of the current plan of distribution adopted by each Fund under Rule 12b-1 under the Investment Company Act for each Fund, if applicable;

 

(G)

copies of the current investment advisory agreement and current investment sub-advisory agreement(s), if applicable, for each Fund;

 

(H)

copies of the current underwriting agreement for each Fund, if applicable;

 

(I)

contact information for each Fund’s service providers, including, but not limited to, each Fund’s administrator, custodian, transfer agent, independent accountants, legal counsel, underwriter and chief compliance officer; and

 

(J)

a copy of procedures adopted by each Fund in accordance with Rule 38a-1 under the Investment Company Act.

 

14.2.

After the Agreement Effective Date. After the Agreement Effective Date, the Administrator will furnish to Ultimus any amendments to the items listed in Section 14.1.

 

15.

Compliance with Law

 

The Administrator, the Trust, and the Funds assume, except liabilities assumed by Ultimus under Section 10, full responsibility for the preparation, contents, and distribution of its prospectus and further agrees to comply with all applicable requirements of the Federal Securities Laws and any other laws, rules and regulations of governmental authorities having jurisdiction over each Fund, including, but not limited to, the Internal Revenue Code, the USA PATRIOT Act of 2001, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, each as amended.

 

16.

Privacy and Confidentiality

 

16.1.

Definition of Confidential Information. The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to portfolio companies, investments, the Administrator’s or any Fund’s operations and performance, clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to:

 

(A)

any information concerning technology, such as systems, source code, databases, hardware, software, programs, applications, engaging protocols, routines, models, displays, and manuals;

 

(B)

any information not contained in the public filings of the Administrator or any Fund concerning research activities and investments, portfolio composition, portfolio management techniques, plans, customers, clients, shareholders, strategies and plans, costs, operational techniques;

 

 

(C)

any financial information not contained in the public filings of the Administrator or any Fund, including information concerning performance or valuations of portfolio companies, revenues, profits and profit margins, and costs or expenses; and

 

(D)

Customer Information (as defined below).

 

Confidential Information is deemed confidential and proprietary to the Disclosing Party regardless of whether such information was disclosed intentionally or unintentionally or marked appropriately. Notwithstanding the foregoing, the following information shall not be deemed to be Confidential Information: (a) information that was in the public domain at or subsequent to the time such Confidential Information was communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving Party; (b) information that was received form a source independent of Disclosing Party and rightfully in the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to the Receiving Party by the Disclosing Party; and (c) information that was developed by the Receiving Party or its employees, as the case may be, independently of and without reference to any Confidential Information communicated to the Receiving Party by the Disclosing Party.

 

16.2.

Definition of Customer Information. Any Customer Information will remain the sole and exclusive property of the Administrator or Fund (as applicable). “Customer Information” shall mean all non-public, personally identifiable information as defined by ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”).

 

16.3.

Treatment of Confidential Information

 

(A)

Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.

 

(B)

Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.

 

(C)

Each party further agrees that:

 

(1)

The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement;

 

 

(2)

Notwithstanding the foregoing, the Receiving Party may release Confidential Information (1) if approved in writing by the Disclosing Party, or (2) as required by law, as is required to be disclosed to or by any regulatory authority, or under any rule or judicial or administrative proceeding, or otherwise by applicable law; provided that, unless prohibited by law, the Disclosing Party shall provide notice of such disclosure.

 

(3)

The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

 

16.4.

Severability. This provision and the obligations under this Section 16 shall survive termination of this Agreement.

 

17.

Press Release

 

Within the first 60 days following the Agreement Effective Date, the Administrator agrees to review in good faith a press release (in any format or medium) announcing the Agreement with ▇▇▇▇▇▇▇; provided that ▇▇▇▇▇▇▇ must obtain the Administrator’s written consent prior to publication of such release, which consent shall not be unreasonably denied by the Administrator.

 

18.

Non-Exclusivity

 

The services of Ultimus rendered to the Administrator are not deemed to be exclusive. Except to the extent necessary to perform Ultimus’ obligations under this Agreement, nothing herein shall be deemed to limit or restrict Ultimus’ right, or the right of any of Ultimus’ managers, officers or employees who also may be a trustee, officer or employee of the Administrator, or persons who are otherwise affiliated persons of the Administrator to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

 

19.

Arbitration

 

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Cincinnati, Ohio, according to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

 

This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.

 

 

20.

Notices

 

Any notice provided under this Agreement shall be sufficiently given when either delivered personally by hand or received by electronic mail overnight delivery, or certified mail at the following address.

 

20.1.

If to the Administrator:

 

Strategic Services, LLC

Attn: ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇

Denver, CO 80111

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇ ▇▇▇▇▇▇▇, Esq.

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (US) LLP

▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇.

Washington, DC 20001

Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

20.2.

If to Ultimus:

 

Ultimus Fund Solutions, LLC

Attn: General Counsel

▇▇▇▇ ▇▇▇▇▇ ▇▇▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Elkhorn, NE 68022

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

21.

General Provisions

 

21.1.

Incorporation by Reference. This Agreement and its addendums, schedules, exhibits, and other documents incorporated by reference express the entire understanding of the parties and supersede any other agreement between them relating to the Services.

 

21.2.

Conflicts. In the event of any conflict between this Agreement and any appendices or Addendum thereto, this Agreement shall control.

 

21.3.

Amendments. The parties may only amend, modify, or waive all or part of this Agreement by written amendment or waiver signed by both parties.

 

21.4.

Assignments.

 

(A)

Except as provided in this Section 21.4, this Agreement and the rights and duties hereunder shall not be assignable by either of the parties except by the specific prior written consent of the non-assigning party.

 

 

(B)

The terms and provisions of this Agreement shall become automatically applicable to any entity that is the successor to the Administrator because of reorganization, recapitalization, or change of domicile.

 

(C)

Unless this Agreement is terminated in accordance with Section 8 of this Agreement, Ultimus may, to the extent permitted by law and in its sole discretion, assign all its rights and interests in this Agreement to an affiliate, parent, subsidiary or to the purchaser of substantially all of its business, provided that Ultimus provides the Administrator at least 90 days’ prior written notice.

 

(D)

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

 

21.5.

Governing Law. This Agreement shall be construed in accordance with the laws of the state of Ohio and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the state of Ohio, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

 

21.6.

Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

 

21.7.

Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original, signed copy of this Agreement.

 

21.8.

Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.

 

Signatures are located on the next page.

 

 

The parties duly executed this Agreement as of February 11, 2025.

 

	Strategic Services, LLC			Ultimus Fund Solutions, LLC
By:			By:
Name:	▇▇▇▇▇ ▇▇▇▇▇		Name:	▇▇▇▇ ▇▇▇▇▇▇▇
Title:	President		Title:	Chief Executive Officer

 

 

SCHEDULE A

to the

ETF Sub-Administration Agreement

between

Strategic Services, LLC

and

Ultimus Fund Solutions, LLC

dated February 11, 2025

 

 

 

Fund Portfolios

 

 

 

Running Oak Efficient Growth ETF

Daily Delta Q100 Upside Option Strategy ETF

Daily Delta Q100 Downside Option Strategy ETF

 

 

 

 

 

 

 

 

 

 

 

 

Sub-Fund Administration Addendum

for

Strategic Services, LLC

 

This Sub-Fund Administration Addendum (this “Addendum”), dated February 11, 2025, is between Strategic Services, LLC (the “Administrator”) for the Funds listed on Schedule A to that certain ETF Sub-Administration Agreement dated February 11, 2025, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the ETF Sub-Administration Agreement.

 

Sub-Fund Administration Services

 

1.

Regulatory Reporting

 

Ultimus shall provide the Trust with regulatory reporting services, including:

 

1.1.

prepare, in consultation with Trust counsel, the annual updates (as well as supplements) to the Trust’s registration statement filed on Form N-1A pursuant to Section 8 of the Investment Company Act, and coordinate through a financial printer the filing of such annual updates (as well as supplements to such documents) with the Securities and Exchange Commission (the “SEC”);

 

1.2.

prepare and file with the SEC (i) the reports for the Trust on Forms N-CSR, N-PORT, and N-CEN (as applicable), (ii) Form N-PX, (iii) annual Fidelity Bond Filing (Rule 17g-1), and (iv) all required notices pursuant to Rule 24f-2 under the Investment Company Act;

 

1.3.

prepare such reports, notice filing forms and other documents (including reports regarding the sale of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust’s shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities compliance filings as may be necessary or convenient to enable the Trust to offer its shares; and

 

1.4.

cooperate with, and take all reasonable actions in the performance of its duties under this Agreement, so that the necessary information is made available to, the SEC or any other regulatory authority or applicable securities exchange in connection with any regulatory audit of the Trust or any Fund.

 

2.

Shareholder Communications

 

Ultimus shall develop and prepare, with the assistance of the Administrator and other service providers, communications to shareholders, including the annual and semiannual reports to shareholders, coordinate the printing and mailing of prospectuses, notices and other reports to Trust shareholders.

 

 

3.

Corporate Governance

 

Ultimus shall provide the following services to the Trust and its Funds:

 

3.1.

provide individuals reasonably acceptable to the Board to serve as officers of the Trust, including, without limitation, individuals to serve as assistant treasurer, secretary, and assistant secretary, who will be responsible for the management of certain of the Trust’s affairs as determined and under supervision by the Board; depending on the nature and scope of any such officer appointment, ▇▇▇▇▇▇▇ may be entitled to an additional fee (as set forth in the Sub-Fund Administration Fee Letter);

 

3.2.

coordinate the acquisition of and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of the Investment Company Act and as such bonds and policies are approved by the Board; and

 

3.3.

schedule, prepare materials for, attend and write minutes of the Board’s quarterly meetings.

 

4.

Other Services

 

Ultimus shall provide all necessary office space, equipment, personnel, and facilities for handling the affairs of the Trust; and shall provide the following services if reasonably requested by the Trust and if such services are consistent with Ultimus’ obligations under the ETF Sub-Administration Agreement and this Sub-Fund Administration Addendum:

 

4.1.

administer contracts on behalf of the Trust with, among others, the Trust’s investment adviser(s), distributor, custodian, transfer agent, index receipt agent, and fund accountant;

 

4.2.

assist the Trust, each Fund’s investment adviser(s) and the Trust’s Chief Compliance Officer in monitoring the Trust and its Funds for compliance with applicable limitations as imposed by the Investment Company Act and the rules and regulations thereunder or set forth in the Trust’s or any Fund’s then current prospectus or statement of additional information;

 

4.3.

coordinate with each Fund’s service providers to facilitate the setup of the Fund on applicable securities exchanges;

 

4.4.

arrange for vendors to provide and post each Fund’s IOPV, as applicable, and other information required by exemptive orders;

 

4.5.

prepare and maintain the Trust’s operating budget to determine proper expense accruals to be charged to each Fund in order to calculate its daily net asset value;

 

4.6.

prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, pro-forma financial statements, expense and profit/loss projections and fee waiver/expense reimbursement projections on a periodic basis as mutually agreed;

 

4.7.

assist each Fund’s independent registered public accounting firm with the preparation and filing of the Fund’s tax returns;

 

 

4.8.

research and calculate the qualified dividend rate for income and short-term capital gain distributions and assist in the production of supplemental tax information letters for each Fund, if applicable;

 

4.9.

advise the Trust and its Board on matters concerning the Trust and its affairs including making recommendations regarding dividends and distributions;

 

4.10.

Monitor Fund holdings and operations for post-trade compliance with the Prospectus and Statement of Additional Information, SEC statutes, rules, regulations and policies and at the direction of the Fund’s independent public accountants and Trust counsel, monitor Fund holdings for compliance with IRS taxation limitations and restrictions and applicable Federal Accounting Standards Board rules, statements and interpretations; provide periodic compliance reports to each investment adviser or sub-adviser to the Trust, and assist the Trust, the Administrator and each sub- adviser to the Trust (collectively referred to as “Advisers”) in preparation of periodic compliance reports to the Trust, as applicable. Post-trade compliance testing will be performed in accordance with testing policies and procedures, which in Ultimus’ sole determination, are reasonably designed to comport with industry standard post-trade compliance testing practices. Because such post-trade compliance testing is performed using fund accounting data and data provided by third-party sources, including, without limitation the Administrator, its accuracy is dependent upon the accuracy of such data, and the Trust agrees and acknowledges that ▇▇▇▇▇▇▇ is not liable for the accuracy or inaccuracy of such data. The Trust further agrees and acknowledges that the post-trade compliance testing performed by ▇▇▇▇▇▇▇ shall not relieve the Trust or the Administrator of their responsibilities with respect to fund portfolio compliance, including on a pre-trade basis, and that ▇▇▇▇▇▇▇ shall not be held liable for any act or omission of the Trust or the Administrator with respect to fund portfolio compliance. Moreover, and notwithstanding the foregoing, Ultimus’ ability and therefor its obligation to perform post-trade compliance testing shall be wholly- dependent upon its timely receipt from third-party sources, including as applicable the Administrator, of all data necessary in Ultimus’ sole determination to properly perform such post- trade compliance testing, and, should Ultimus determine it to be necessary, the Administrator shall be required to arrange for Ultimus to have secure look-through access to private fund holdings;

 

4.11.

administer all disbursements for a Fund;

 

4.12.

upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and

 

4.13.

provide the Fund(s), with an end-to-end solution to prepare and transmit annual and semi-annual shareholder reports designed to be compliant with the SEC’s tailored shareholder reporting requirements (the “Tailored Shareholder Report Services”). Funds will be provided tailored shareholder report (“TSR”) templates to choose from. A Fund may, upon written notification to ▇▇▇▇▇▇▇, opt out of the Tailored Shareholder Report Services, in which event, Ultimus will extract from Ultimus’ systems the data required to prepare a TSR and deliver that data in an electronic format to the Fund or its designee (the “Data Extract Only Services”).

 

For special cases, the parties hereto may amend the procedures or services set forth in the ETF Sub-Administration Agreement as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure or service which has been approved by the Trust does not conflict with or violate any requirements of its Agreement and Declaration of Trust or then-current prospectuses, or any rule, regulation or requirement of any regulatory body.

 

 

5.

Additional Regulatory Services

 

Ultimus may provide other regulatory services not specifically listed herein upon such terms and for such fees as the parties hereto agree. Such other regulatory services may include, without limitation, (i) the drafting of initial registration statements and amendments thereto pursuant to Rule 485(a) under the Securities Act of 1933, (ii) the drafting of proxy statements and related materials in connection with the Trust’s shareholder meetings, and (iii) the preparation of materials for, attendance at, and drafting of minutes for organizational and special Board meetings.

 

6.

Tax Matters

 

Ultimus does not provide tax advice. Nothing in the ETF Sub-Administration Agreement or this Sub-Fund Administration Addendum shall be construed or have the effect of rendering tax advice. It is important that the Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

 

7.

Legal Representation

 

Notwithstanding any provision of the ETF Sub-Administration Agreement or this Sub-Fund Administration Addendum to the contrary, Ultimus will not provide legal representation to the Trust or any Fund, including through the use of attorneys that are employees of, or contractually engaged by, Ultimus. The Trust acknowledges that in- house Ultimus attorneys exclusively represent ▇▇▇▇▇▇▇ and will rely on outside counsel retained by the Trust to review all services provided by in-house Ultimus attorneys and to provide independent judgment on the Trust’s behalf. The Trust acknowledges that because no attorney-client relationship exists between in-house Ultimus attorneys and the Trust, any information provided to Ultimus attorneys will not be privileged and may be subject to compulsory disclosure under certain circumstances. ▇▇▇▇▇▇▇ represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

 

Signatures are located on the next page.

 

 

The parties duly executed this Sub-Fund Administration Addendum as of February 11, 2025.

 

	Strategic Services, LLC			Ultimus Fund Solutions, LLC
By:			By:
Name:	▇▇▇▇▇ ▇▇▇▇▇		Name:	▇▇▇▇ ▇▇▇▇▇▇▇
Title:	President		Title:	Chief Executive Officer

 

 

Sub-Fund Administration Fee Letter

for

the Funds listed on Schedule A

each a series of

Strategic Services, LLC

 

This Sub-Fund Administration Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to Strategic Services, LLC (the “Administrator”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain ETF Sub- Administration Agreement dated February 11, 2025, and the Sub-Fund Administration Addendum dated February 11, 2025, (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the ETF Sub-Administration Agreement.

 

1.

Fees

 

[omitted]

 

2.

Reimbursable Expenses

 

In addition to the above fees, the Administrator will reimburse ▇▇▇▇▇▇▇ for certain reimbursable expenses incurred on each Fund’s behalf, including, but not limited to, travel expenses to attend Board meetings and any other expenses approved by the Trust or the Administrator. The Trust and each Fund will be responsible for the Fund’s normal operating expenses, such as federal and state filing fees, EDGARizing fees, insurance premiums, typesetting and printing of the Fund’s public documents, and fees and expenses of the Trust’s other vendors and providers that provide services to the Funds.

 

3.

Online Web Services

 

[Fee omitted]

 

 

4.

Term

 

4.1

Initial Term. This Fee Letter shall continue in effect, unless earlier terminated under Section 4.3 below, until the expiration of the ETF Sub-Administration Agreement’s Initial Term (the “Initial Term”).

 

4.2

Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive two-year periods (each a “Renewal Term”) unless ▇▇▇▇▇▇▇ or the Administrator gives written notice of termination at least 90 days prior to the end of the Initial Term or the then- current Renewal Term.

 

4.3

Termination. Ultimus or the Administrator may terminate the Agreement entirely or on behalf of a Fund as set forth in the Agreement. Any such termination shall be treated as a termination of this Fee Letter with respect to each Fund as to which the termination applies, in which case the subject Fund(s) or the Administrator shall be responsible for payment of any amounts required to be paid under the Agreement, including, without limitation, any applicable Early Termination Fee, any reimbursements for cash disbursements made by Ultimus and any fee for deconversion or liquidation services.

 

4.4

Early Termination. Any Early Termination under the Agreement with respect to fund administration services shall subject the subject Fund(s) or the Administrator to paying an “Early Termination Fee” equal to the fee amounts due to Ultimus through the end of the then-current term as calculated in this Fee Letter, including the repayment of any negotiated discounts provided by ▇▇▇▇▇▇▇ during the then-current term.

 

4.5

Deconversion. Ultimus will cooperate with any reasonable request of the Trust to effect a prompt transition to a new service provider selected by the Trust. In consideration for which, ▇▇▇▇▇▇▇ shall be entitled to collect from the Administrator the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such transition, including, without limitation, the delivery to the Trust or its designees of the Trust’s property, records, instruments, and documents, and a fee for fund administration deconversion services of no more than $15,000.

 

4.6

Liquidation. In the event any Fund is liquidated, ▇▇▇▇▇▇▇ shall be entitled to collect from the Administrator the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such liquidation, including, without limitation, the delivery to the Trust or its designees of the Trust’s property, records, instruments, and documents, and a reasonable fee for fund administration liquidation services of no more than $2,500 per Fund.

 

4.7

Restructuring. In the event any Fund undergoes a restructuring event, including, without limitation, any merger, acquisition, or reorganization event, which does not involve transition to a new service provider as would a deconversion, but does require Ultimus to perform fund administration services outside of the ordinary course, ▇▇▇▇▇▇▇ shall be entitled to collect from the Administrator a fund administration restructuring fee of no more than $10,000, which shall be in addition to any hourly event processing charge that Ultimus is permitted to charge.

 

 

5.

Fee Increases

 

On each anniversary date of the Agreement, ▇▇▇▇▇▇▇ will increase the fees set forth in this Fee Letter by an amount not to exceed the average annual change for the prior calendar year in the Consumer Price Index for All Urban Consumers - All Items (seasonally adjusted)¹ plus 1.5%.

 

6.

Amendment

 

The parties may only amend this Fee Letter by written amendment signed by all the parties.

 

Signatures are located on the next page.

 

 

 

 

1

Using 1982-84=100 as a base, unless otherwise noted in reports by the Bureau of Labor Statistics.

 

 

The parties duly executed this Sub-Fund Administration Fee Letter dated February 11, 2025.

 

	Strategic Services, LLC			Ultimus Fund Solutions, LLC
By:			By:
Name:	▇▇▇▇▇ ▇▇▇▇▇		Name:	▇▇▇▇ ▇▇▇▇▇▇▇
Title:	President		Title:	Chief Executive Officer