FIRST AMENDMENT TO SECURITIES LENDING AGREEMENT
FIRST AMENDMENT TO
THIS FIRST AMENDMENT TO SECURITIES LENDING AGREEMENT ("First Amendment"), dated effective as of October 3, 2016, is made and entered into by and between U.S. Bank National Association ("Bank") and ETF Managers Trust, formerly known as FactorShares Trust ("Trust"), on behalf of each respective series identified in Exhibit C to the Agreement (each such series hereinafter referred to as a separate "Customer").
WITNESSETH:
WHEREAS, U.S. Bank and Trust, on behalf of each of its Customers, are parties to that certain Securities Lending Agreement, dated effective as of January 8, 2016 ("Agreement"); and
WHEREAS, the parties now desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual premises, covenants and undertakings set forth herein, the parties hereto agree as follows:
1.References. All references to "FactorShares Trust'' in the Agreement shall hereby be deleted and replaced with references to "ETF Managers Trust".
2.Approved Borrowers. The Approved Borrowers attached as Exhibit A to the Agreement shall hereby be deleted and replaced by the Approved Borrowers attached as Exhibit A to this First Amendment.
3.Customer Information Sheet. The Customer Information Sheet attached to the Agreement shall hereby be deleted and replaced by the Customer Information Sheet attached as Exhibit C to this Second Amendment.
4.Election of Collateral Investment. The Election of Collateral Investment attached as Exhibit D to the Agreement shall hereby be deleted and replaced by the Election of Collateral Investment attached as Exhibit D to this First Amendment.
5.Full Force and Effect. Except as specifically modified by this First Amendment, the Agreement shall r main in full force and effect. All references to the Agreement shall be deemed to mean the Agreement as modified by this First Amendment.
6.Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned parties have executed this First Amendment effective as of the day and year first above written.
| U.S. BANK NATIONAL ASSOCIATION | ETF MANAGERS TRUST | |||||||||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxx Xxxxxxx | |||||||||||
| Name: | Xxxxxxx X. Xxxxxxx | Name: | Xxxxxx Xxxxxxx | |||||||||||
| Title: | Head of Securities Lending | Title: | CEO | |||||||||||
APPROVED BORROWERS
The following entities are pre-approved as "Borrowers" pursuant to the Securities Lending Agreement unless the Customer places an "X" on the line across from a Borrower name.
| Bank of Montreal | |||||
| The Bank of Nova Scotia | |||||
| Barclays Capital, Inc. | |||||
| BMO Capital Markets Corp | |||||
| BNP Paribas, New York Branch | |||||
| BNP Paribas Prime Brokerage, Inc. | |||||
| BNP Paribas Securities Corp | |||||
| Cantor Xxxxxxxxxx & Co. | |||||
| Citigroup Global Markets, Inc. | |||||
| Commerz Markets LLC | X | ||||
| Credit Agricole Securities (USA) Inc. | |||||
| Credit Suisse Securities (USA), LLC | |||||
| Deutsche Bank Securities, Inc. | X | ||||
| First Clearing, LLC | |||||
| Xxxxxxx Xxxxx & Co. | |||||
| HSBC Securities (USA), Inc. | |||||
| ING Financial Markets, LLC | |||||
| Xxxxxxxxx & Company, Inc. | |||||
| X.X. Xxxxxx Securities LLC | |||||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. | |||||
| Mitsubishi UFJ Securities (USA), Inc. | |||||
| Xxxxxx Xxxxxxx & Co. LLC | |||||
| National Financial Services LLC | |||||
| Pershing, LLC | |||||
| Xxxxxxx Xxxxx & Associates, Inc. | |||||
| RBC Capital Markets, LLC | |||||
| RBS Securities, Inc. | |||||
| Scotia Capital (USA), Inc. | |||||
| SG Americas Securities, LLC | |||||
| Societe Generale, New York Branch | |||||
| TD Ameritrade Clearing, Inc. | |||||
| TD Securities (USA) LLC | |||||
| UBS Securities, LLC | |||||
| Xxxxx Fargo Securities, LLC | |||||
| ETF MANAGERS TRUST | |||||
| By: | /s/ Xxxxxx Xxxxxxx | ||||
| Name: | Xxxxxx Xxxxxxx | ||||
| Title: | CEO | ||||
| Date: | 9-29-16 | ||||
EXHIBIT C
CUSTOMER INFORMATION SHEET
Please provide the Bank with the following information:
Name: ETF Managers Trust
Tax identification number: 00-0000000
(for multiple tax identification numbers, please use the bottom half of this page)
Principal place of business: 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000
State and nation of incorporation or organization: State of Delaware, United States
Address (or the address of
your registered agent) within
state of incorporation or organization: 000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxxxxxx, XX 00000
If multiple legal entities will be lending securities under this Customer Agreement, please list the name of each entity and its unique tax identification number below (attach additional pages if necessary):
| Name | Tax ID | ||||
| PureFunds ISE Cyber Security ETF | 00-0000000 | ||||
| PureFunds ISE Big Data ETF | 00-0000000 | ||||
| PureFunds ISE Mobile Payments ETF | 00-0000000 | ||||
| Tierra XP Latin America Real Estate ETF | 00-0000000 | ||||
| The Restaurant ETF | 00-0000000 | ||||
| BlueStar TA-BIGITech Israel Technology ETF | 00-0000000 | ||||
| Etho Climate Leadership U.S. ETF | 00-0000000 | ||||
| PureFunds Video Game Tech ETFs | 00-0000000 | ||||
| PureFunds Drone Economy Strategy ETF | 00-0000000 | ||||
EXHIBIT D
ELECTION OF COLLATERAL INVESTMENT
U.S. Bank, N.A.
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Pursuant to the Securities Lending Agreement, as may be amended from time to time ("Agreement") between U.S. Bank National Association ("Bank") and ETF Managers Trust, on behalf of each respective series identified in Exhibit C to the Agreement (each such series hereinafter referred to as a separate ("Customer"), Trust desires to elect the Collateral Investment into which Cash Collateral and Proceeds are invested (as such terms are defined in the Agreement).
Trust hereby requests that Mount Xxxxxx Liquid Assets Portfolio, LLC ("MVL'') be designated as a Collateral Investment pursuant to Section 1 of the Agreement, effective as of the date on which the subscription agreement relating to MVL attached as Attachment 1 has been fully executed by Customer and Bank. This election to use MVL does not otherwise amend the terms of the Agreement.
Please acknowledge your agreement to the terms set out above by signing and dating where indicated below.
ETF MANAGERS TRUST, on behalf of each Customer listed on Exhibit C to the Agreement | ACKNOWLEDGED: U.S. BANK NATIONAL ASSOCIATION | |||||||||||||
| By: | /s/ Xxxxxx Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||||||
| Name: | Xxxxxx Xxxxxxx | Name: | Xxxxxxx X. Xxxxxxx | |||||||||||
| Title: | President | Title: | Head of Securities Lending | |||||||||||
| Date: | 8/31/16 | Date: | 10/4/16 | |||||||||||
