04/2024
FEE SCHEDULE FOR PARS TRUST PROGRAM — PENSION /OPEB
This Fee Schedule relates to the U.S. Bank National Association (“USBNA”) Institutional Trust & Custody division (“IT&C”) account identified below (such account, including any sub-accounts therein, the “Account”) and is effective as of the date of the Account’s adoption of the governing trust agreement (the “Fee Schedule’s Effective Date”).
Trust Name: Public Agencies Post-Employment Benefits Trust Employer Name:
USBNA; PFM Asset Management LLC (“PFMAM”); PFM Fund Distributors, Inc. (“PFMFD”); U.S. Bancorp Asset Management, Inc. (“USBAM”); and U.S. Bancorp Fund Services, LLC (“USBFS”) are affiliates of U.S. Bancorp (collectively with U.S. Bancorp, "U.S. Bank"). This Fee Schedule, together with the trust agreement and adoption agreement between the Customer (as defined below) and USBNA regarding the Account (“Account’s Governing USBNA Service Contract(s)”), describes services that U.S. Bank expects to provide to the Account pursuant thereto and compensation that U.S. Bank expects to receive therefor:
Account Profile (Part A): Describes the Account and U.S. Bank’s role with respect to the Account.
Account-level Fees (Part B): Describes fees U.S. Bank receives directly from the Account (the “Account Fees”).
Fund-level Fees (Part C): Describes fees the Account pays on the investment of Account assets in open-end investment companies registered under the Investment Company Act of 1940 (“Mutual Funds”), 3(c)(1) or (7) funds (“Private Funds”), bank-maintained collective trust funds (“CTFs”), and nonbank-maintained group trusts (“Group Trusts”) (each of the foregoing, a "Fund") (the “Fund Fees”) and fees U.S. Bank receives from those investments or their agents (“U.S. Bank Revenue Share”).
Other Compensation (Part D): Describes compensation that U.S. Bank receives other than Account Fees or U.S. Bank Revenue Share (“Other Compensation”).
Changes (Part E): Describes circumstances under which this Fee Schedule may be changed.
Approval (Part F): Provides the customer’s approval of the fees described herein.
ACCOUNT PROFILE (PART A)
1. The Account holds assets of a health or welfare plan. The undersigned is the plan’s primary fiduciary (the “Customer”).
2. USBNA has discretion to invest Account assets to the extent provided in the Account’s Governing USBNA Service Contract(s) (to such extent, a “Managed Account”). PFMAM (the “Sub-Adviser”) invests Account assets in its discretion (a “Sub-Advised Account”) by way of a sub-contract between USBNA and the Sub-Adviser, the Sub-Adviser is an investment adviser registered under the Investment Advisers Act of 1940 (an “RIA”), and the Sub-Adviser’s Form ADV is available at https://adviserinfo.sec.gov/.
3. USBNA holds Account assets as trustee under a trust agreement adopted by the Customer. The Customer is the plan sponsor.
ACCOUNT-LEVEL FEES (PART B)
The Account Fees, which are in addition to Fund Fees and are paid directly to USBNA, are as follows. For a complete description of services that U.S. Bank expects to provide to the Account, see the Account’s Governing USBNA Service Contract(s).
Discretionary-trustee fee: Provide investment management. This fee is calculated in tiers:
35 basis points on the first $ 5,000,000 of Account assets 25 basis points on the next $ 5,000,000 of Account assets 20 basis points on the next $ 5,000,000 of Account assets 15 basis points on the next $ 35,000,000 of Account assets 10 basis points on the balance of Account assets
For assets invested in the First American Funds (as defined below) or PFMAM Funds (as defined below) or in a deposit account at USBNA, the rate is 0 bps, and the assets are excluded from the tiers above.
FOR A SUB-ADVISED ACCOUNT, if the Sub-Adviser or its affiliate is an investment advisor to a Mutual Fund (any such Mutual Fund, a “Sub-Adviser’s Mutual Fund”), then for assets invested in the Sub-Adviser’s Mutual Funds, the rate is 0 bps, and the assets are excluded from the tiers above. (U.S. Bank compensates the Sub-Adviser from U.S. Bank’s own fees; the Account does not pay fees in addition to the fees stated herein in connection with services provided by the SubAdviser.) Manner of Receipt. Account Fees will be calculated monthly. Account balances held in OPEB and Pension within the Trust will be combined for fee calculations. Any asset-based Account Fees will be based on the applicable Account balance (or portion thereof) as of the end of the SAMPLE
Attachment 5
billing period. (The asset values used in such calculation may vary from the asset values reported on an asset statement because of timing issues, such as the posting of accruals or the late-pricing of securities.) Account Fees will then be charged to the Account.
FUND-LEVEL FEES (PART C)
Fund Fees. Fund Fees, and U.S. Bank Revenue Share, are based on investment in a Fund and may vary by Fund and by class of shares or units issued by the Fund. Fund Fees are charged against the Fund's assets and reduce the Fund’s average daily balance and investment yields. U.S. Bank Revenue Share is paid indirectly from the Fund Fees and is not in addition to the Fund Fees.
Additional Investment-Related Information. See a Mutual Fund’s prospectus; a Private Fund’s, CTF’s, or Group Trust’s governing documents (such as a limited liability company agreement, limited partnership agreement, trust agreement, or declaration of trust), offering documents (such as an offering circular, offering memorandum, private placement memorandum, prospectus, or summary description), and subscription documents (such as an adoption agreement or subscription agreement); and any Fund’s fund-fact sheet, schedule of portfolio holdings, and annual report (collectively, as applicable, the “Fund-Issuer’s Disclosure”) for Fund details not reflected in this Fee Schedule.
See, especially, sections thereof regarding fees, expenses, additional compensation, and payments to financial intermediaries.
Total Annual Operating Expenses (“TAOE”). From time to time, a Fund’s service provider may voluntarily waive a portion of the fees it is entitled to receive for servicing the Fund or refund such a portion to a Fund investor. The term TAOE, as used herein, means the TAOE before waivers and refunds. If a waiver is in effect, the Customer’s approval of Fund Fees and U.S. Bank Revenue Share includes approval up to the TAOE; if the service provider terminates the waiver as provided in the Fund-Issuer’s Disclosure, the approval persists.
Estimating U.S. Bank Revenue Share. To estimate the amount of U.S. Bank Revenue Share, multiply the Account’s average balance in a Fund over the relevant year by the fee rate set forth in the appropriate sub-column of the Rate-of-Fees-Received-By column below. (For help with estimating average balances, contact USBNA.) Except for the rates of USBNA’s fees from National Financial Services LLC (EIN: 04- 3523567) (“NFS”), USBAM’s fees, and PFMAM’s fees, those fee rates are estimates. U.S. Bank calculates those estimated fee rates as follows: (i) Start with the total amount of fees received by the applicable U.S. Bancorp affiliate with respect to the Fund during the most recently ended calendar year; and (ii) Divide by the total value of all Fund shares serviced by the affiliate as of that calendar-year end. The sum of the fee rates in the sub-columns will not necessarily equal the TAOE, because the TAOE might be based on a different time period than such fee rates and because service providers unaffiliated with U.S. Bank might receive fees from the Fund. Actual fees may vary from such estimates and year to year.
Omnibus Accounts. Certain portfolios known as “Omnibus Accounts” are available to the plan under the Account’s Governing USBNA Service Contract(s), and those portfolios include Mutual Funds. If the plan selects an Omnibus Account, then Account assets are invested in Mutual Funds accordingly. Such Mutual Funds are listed below if they pay U.S. Bank Revenue Share.
First American Funds. USBAM is the investment advisor to the Mutual Funds in the First American Funds Trust family (the "First American Funds"). First American Funds issue shares in multiple classes, and their fees may vary by class. U.S. Bank may enter into agreements with First American Funds or with First American Funds’ service providers (including investment advisers, administrators, or transfer agents) whereby U.S. Bank provides services to the First American Funds, including, as applicable, services provided by USBAM (investment advisory, shareholder services), by USBNA (custody, shareholder services), and by USBFS (accounting, administration, transfer agency, shareholder services), and receives fees for these services from the Fund or the Fund’s sponsor or agent. Prospectuses for First American Funds are available at https://www.firstamericanfunds.com/index/FundPerformance/ShareholderDocuments.html.
Rate Of Fees Received By (%)
Fund Name Ticker Share
Class USBAM1 USBNA1 USBFS1 TAOE(%)
TAOE After
Waiver
(%)2
First American Government Obligs X FGXXX X 0.10 0.10 - 0.14 0.13 1— These fees are received from the Fund.
2— This amount is the TAOE less U.S. Bank’s voluntary waiver, if any, of a portion of the fees it is entitled to receive for servicing the Fund.
PFMAM Funds. PFMAM is the investment advisor to the Mutual Funds in the PFM Multi-Manager Series Trust (the "PFMAM Funds"). U.S. Bank may enter into agreements with PFMAM Funds or with PFMAM Funds’ service providers (including investment advisers, administrators, transfer agents, or distributors) whereby U.S. Bank provides services to the PFMAM Funds, including, as applicable, services provided by PFMAM (investment advisory), by USBNA (shareholder services), and by PFMFD (distribution), and receives fees for these services from the Fund or the Fund’s sponsor or agent. Prospectuses for PFMAM Funds are available at https://mmst.pfmam.com/forms-documents.
Rate Of Fees Received By (%)
Fund Name Ticker Share
Class PFMAM1 USBNA1 PFMFD1 TAOE(%)
TAOE After
Waiver
(%)2
Not Applicable
SAMPLE
Other Mutual Funds. U.S. Bank may enter into agreements with Mutual Funds other than First American Funds or PFMAM Funds (“Other Mutual Funds”) or with Other Mutual Funds’ service providers (including investment advisers, administrators, transfer agents, or distributors) whereby U.S. Bank provides services to the Other Mutual Funds, including, as applicable, services provided by USBNA (custody, securities lending, shareholder services, National Securities Clearing Corporation (NSCC) networking) and by USBFS (accounting, administration, transfer agency), and receives fees for these services from the Fund or the Fund’s sponsor or agent. Prospectuses for Other Mutual Funds are available at https://www.sec.gov/edgar/searchedgar/prospectus.
Rate Of Fees Received By (%)
Fund Name Ticker Share
Class
USBNA3
(not from
NFS)
USBNA4
(from
NFS)
USBFS3 TAOE
(%)
Not Applicable
Private Funds; CTFs; Group Trusts. U.S. Bank may enter into agreements with Private Funds, CTFs, or Group Trusts or with their service providers, whereby U.S. Bank provides services to such Funds, including, as applicable, services provided by USBNA (custody) and by USBFS (accounting, administration, shareholder services, transfer agency), and receives fees for these services from the Fund or the Fund’s sponsor or agent.
OTHER COMPENSATION (PART D)
Float Income. USBNA may hold (i) cash awaiting either investment or distribution to proper recipients or (ii) funds held for other purposes (for example, pending investment following a trade fail, because funds were received too late to be posted the same day, or pursuant to an investment direction) in a noninterest-bearing deposit account at USBNA and, thereby, earn and retain income on the float as part of its fees for servicing the Account. The payors of the float income are other financial institutions that borrow USBNA’s deposits on a short-term basis.
For cash awaiting investment, the float period is generally no longer than one business day following the receipt by USBNA of such cash.
However, if the Customer fails to provide adequate information concerning the allocation of contributions (or, if applicable, if there is no participant investment direction), the float period may last until such date as USBNA receives clear, comprehensive directions (in accordance with applicable trading deadlines) as to how such cash should be allocated and invested. For distributions made from the Account, the float period commences on the date the check, wire transfer, or electronic transfer is issued to a proper recipient and ends on the date the check is presented to USBNA for payment and settles or wire or electronic transfer is accepted by the receiving institution. The time period involved varies for each payment issued, though the average time such payments remain outstanding is one (1) to fifteen (15) calendar days from the date of issuance. For funds held for other purposes, the float period commences on the date good funds are deposited in the applicable deposit account and ends on the date the funds are withdrawn or transferred therefrom, such as ending upon actual trade settlement (for funds held pending investment following a trade fail) or on the next business day (for funds received too late to be posted the same day).
The float rate on (i) cash awaiting investment; (ii) un-cashed checks, pending wire transfers, and pending electronic transfers and (iii) funds held for other purposes is generally no more than the Target Federal Funds Rate (the “Target Rate”) of interest applicable during the period involved. The Target Rate is the short-term rate objective announced by the Federal Reserve. The actual rate of interest paid between banks is the Effective Federal Funds Rate (the “Effective Rate”). The Effective Rate changes daily but is generally close to the Target Rate. Changes to the Target Rate are made by the Federal Reserve’s Open Market Committee. The announced Target Rate can be obtained upon request from your account representative or can be found in the Wall Street Journal.
Expenses. Expenses, fees, costs, and other charges incurred by USBNA in providing services under the Account’s Governing USBNA Service Contract(s) are expenses of the Account.
Advance of Funds. If USBNA advances funds in furtherance of settling the redemption of Fund shares or units, then the yield, if any, paid on the shares or units that were treated as redeemed is retained by USBNA as part of its fees for servicing the Account.
CHANGES (PART E)
USBNA may amend this Fee Schedule by delivering to the Customer an amended and restated Fee Schedule (or another written notice of the change). If the Customer does not deliver a written objection to USBNA within sixty (60) calendar days thereafter, the new fee schedule will become effective.
This Fee Schedule need not be amended to reflect the Account’s complete divestment from a Fund.
USBNA will not notify the Customer of (i) the re-investment of Account assets into a Fund not listed above which pays U.S. Bank Revenue Share or (ii) a change to a U.S. Bank Revenue Share rate listed above, except insofar as the Customer thereafter asks USBNA for an amended and restated Fee Schedule and such Fund or revised rate is reflected therein. The Customer’s approval of Fund Fees and U.S. Bank Revenue Share includes approval of the Fund Fees and U.S. Bank Revenue Share that would be described in any such amended and restated Fee Schedule. As such, the Customer should request an amended and restated Fee Schedule periodically and in connection with re-investment of Account assets.
SAMPLE
04/2024
APPROVAL (PART F)
First American Funds or PFMAM Funds. The Customer hereby acknowledges as follows: Fund-level Fees (Part C) hereof describes Fund Fees and U.S. Bank Revenue Share of the identified First American Funds and PFMAM Funds, including any differential among Fund Fees and U.S. Bank Revenue Share of such Funds. Account-level Fees (Part B) hereof describes Account Fees, including the rate of the account-level investment-management fee for Account assets invested in such Funds. The prospectus for such a Fund provides additional information about fees paid by the Fund. Investment in such Funds offers diversified cash management investments and other features that are appropriate for the Account, including that the Funds are valued daily, may be bought or sold on any business day, and prices of the Funds are listed daily in most major newspapers and Internet financial sources. Account assets will not be invested in a share class that charges any sales commissions, loads, or transfer fees for buying or selling such Fund shares. Account assets will not be invested in a share class that charges any redemption fee for selling such Fund shares, unless such redemption fee is paid only to the Fund and is disclosed in the Fund’s prospectus atthe time of purchase and sale of such shares. Account assets may only be eligible to be invested in certain share classes of some of such Funds, as described in the Funds' prospectuses.
Acknowledgement. The Customer hereby acknowledges that it:
● is independent of U.S. Bank and has authority to enter into, extend, and renew contracts for the services described herein and to approve the fees described herein.
● received, read, understands, and executed the Account’s Governing USBNA Service Contract(s). ● obtained, read, and understands the Fund-Issuer’s Disclosure for each Fund, including, but not limited to, the sections thereof describing fees, expenses, and compensation, and acknowledges that the purchase or sale of Fund shares or units is subject to the terms of the Fund-Issuer’s Disclosure. ● expects to neither cause nor permit the Account to acquire any foreign securities. ● understands and approves the services and fees described herein, including the Account Fees, the Fund Fees for each Fund, U.S. Bank Revenue Share for each Fund, and the Other Compensation. ● agrees to the process described herein for amending this Fee Schedule. ● understands that, subject to the Account’s investment guidelines, Account assets may be invested in any Fund.
The Customer hereby executes this Fee Schedule.
Customer: _______________________________________________________ (Printed name of employer)
By: _______________________________________________________ (Signature of Customer’s authorized officer)
_______________________________________________________ (Printed name of Customer’s authorized officer)
Its: _______________________________________________________ (Title of Customer’s authorized officer)
Dated: _______________________________________________________ Shares of registered investment companies, and units of private funds, bank-maintained collective trust funds, and nonbank-maintained group trusts, are not deposits or obligations of, or endorsed or guaranteed in any way by, any bank, including any bank affiliated with U.S. Bancorp. Nor does the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency insure such products. An investment in such products involves investment risks, including the possible loss of principal, due to fluctuations in each product's net asset value. Deposit products are offered by U.S. Bank National Association, member FDIC.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the United States fight the funding of terrorism and money laundering activities, U.S. law requires U.S. Bancorp, like other financial institutions, to obtain, verify, and record information that identifies each customer that opens an account.
What this means for you: When you open an account with us, we will ask for your legal name, address, tax identification number, and other identifying information that will assist us. We may ask for copies of certified articles of incorporation, an unexpired government-issued business license, a partnership agreement, or other documents that indicate the existence and standing of the entity.
SAMPLE