AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 17th day of November, 2014, to the Custody Agreement, dated as of May 16, 2012, as amended (the "Agreement"), is entered into by and between ETF SERIES SOLUTIONS, 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 series of the Trust to add a fund; 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 exhibits and add the following series of ETF Series Solutions:
Exhibit H, the Validea Market Legends ETF, is hereby added and attached hereto.
This amendment will become effective upon the commencement of operations of the Validea Market Legends ETF. 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 date and year first written above.
|
U.S. BANK, N.A.
|
||
|
By: /s/ Xxxxxxx X. Xxxxxxxx
|
By: /s/ Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxxx
|
Name: Xxxxxxx X. Xxxxxxx
|
|
|
Title: Secretary
|
Title: Vice President
|
|
| Validea | 1 |
Exhibit H to the
Name of Series
Validea Market Legends ETF
Base Fee for Custody Services1
The following reflects the greater of the basis point fee or minimum per fund at December, 2014
|
Custody
|
Basis Points on AUM
|
Annual Minimum per Fund
|
||
|
First $[---]
|
Next $[---]
|
Balance
|
$[---]
|
|
|
[---]
|
[---]
|
[---]
|
||
Domestic Custody Services Fee Schedule (in addition to the base fee)
Note: Additional Global sub-custodial services & safekeeping fees apply as required (see following page)
Domestic Custody Portfolio Transaction Fees – Domestic and/or global, (see below) associated with Sponsor trades(1)
|
§
|
$[---]– Book entry DTC transaction/Federal Reserve transaction/principal paydown
|
|
§
|
$[---]– Short Sales
|
|
§
|
$[---]– US Bank Repo agreement/reverse repurchase agreement/time deposit/CD or other non-depository transaction
|
|
§
|
$[---]– Option/ SWAPS/future contract written, exercised or expired
|
|
§
|
$[---]– Mutual fund trade/Fed wire/margin variation Fed wire
|
|
§
|
$[---]– Physical transaction
|
|
§
|
$[---]– Segregated account per year
|
|
§
|
A transaction is defined as any purchase/sale, free receipt/ free delivery, maturity, tender or exchange
|
|
§
|
No charge for initial conversion free receipts
|
|
§
|
Overdraft – charge to the account at prime interest rate plus 2%
|
Out-Of-Pocket Expenses – Including but not limited to:
|
§
|
Intraday indicative value (IIV) agent fees
|
|
§
|
Corporate action services
|
|
§
|
SWIFT reporting and message fees
|
|
§
|
Customized reporting
|
|
§
|
Third-party data provider costs (including GICS, MSCI, Lipper, etc)
|
|
§
|
Supplemental programming and development
|
|
§
|
Cost associated with setting up data feeds
|
|
§
|
Expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity
|
Additional Services – Additional fees apply for Global Servicing
Fees are calculated pro rata and billed monthly.
1 Subject to annual CPI increase, Milwaukee MSA.
2 “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”
| Validea | 2 |
Exhibit H (continued) to the ETF Series Solutions Custody Agreement Global Sub-Custodial Services Fee Schedule at December, 2014
Annual Base Fee1 – A monthly minimum charge per account (fund) will apply based on the number of foreign securities held.
|
§
|
1-25 foreign securities: $[---]
|
|
§
|
26-50 foreign securities: $[---]
|
|
§
|
Over 50 foreign securities: $[---]
|
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
Plus:
Global Custody Transaction Fees2 – Global Custody transaction fees associate with Sponsor Trades. (See schedule below)
|
§
|
A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
|
Global Safekeeping Fees – (See schedule below)
Tax Reclamation Services –
|
§
|
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[---] per claim.
|
Cash (Fx) Transactions –
|
§
|
3rd Party Foreign Exchange- a Foreign Exchange transaction undertaken through a 3rd party will be charged $[---]
|
Out-Of-Pocket Expenses – Including but not limited to:
|
§
|
Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments
|
|
§
|
Stock exchange fees
|
|
§
|
Postage and insurance for shipping
|
|
§
|
Proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred
|
|
§
|
SWIFT reporting and message fees
|
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.
NOTE: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy
Fees are calculated pro rata and billed monthly.
1 Subject to annual CPI increase, Milwaukee MSA.
2 “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”
| Validea | 3 |
Exhibit H (continued) to the ETF Series Solutions Custody Agreement - Additional Global Sub-Custodial Services Annual Fee Schedule at December, 2014
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Argentina
|
All
|
[---]
|
$__
|
|
Australia
|
All
|
[---]
|
$__
|
|
Austria
|
All
|
[---]
|
$__
|
|
Bahrain
|
All
|
[---]
|
$__
|
|
Bangladesh
|
All
|
[---]
|
$__
|
|
Belgium
|
All
|
[---]
|
$__
|
|
Benin
|
All
|
[---]
|
$__
|
|
Bermuda
|
All
|
[---]
|
$__
|
|
Botswana
|
All
|
[---]
|
$__
|
|
Brazil
|
All
|
[---]
|
$__
|
|
Bulgaria
|
All
|
[---]
|
$__
|
|
Burkina Faso
|
All
|
[---]
|
$__
|
|
Canada
|
All
|
[---]
|
$__
|
|
Cayman Islands*
|
All
|
[---]
|
$__
|
|
Channel Islands*
|
All
|
[---]
|
$__
|
|
Chile
|
All
|
[---]
|
$__
|
|
China“A” Shares
|
All
|
[---]
|
$__
|
|
China “B” Shares
|
All
|
[---]
|
$__
|
|
Columbia
|
All
|
[---]
|
$__
|
|
Costa Rica
|
All
|
[---]
|
$__
|
|
Croatia
|
All
|
[---]
|
$__
|
|
Czech Republic
|
All
|
[---]
|
$__
|
|
Denmark
|
All
|
[---]
|
$__
|
|
Ecuador
|
All
|
[---]
|
$__
|
|
Egypt
|
All
|
[---]
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Estonia
|
All
|
[---]
|
$__
|
|
Euromarkets**
|
All
|
[---]
|
$__
|
|
Finland
|
All
|
[---]
|
$__
|
|
France
|
All
|
[---]
|
$__
|
|
Germany
|
All
|
[---]
|
$__
|
|
Ghana
|
All
|
[---]
|
$__
|
|
Greece
|
All
|
[---]
|
$__
|
|
Guinea Bissau
|
All
|
[---]
|
$__
|
|
Hong Kong
|
All
|
[---]
|
$__
|
|
Hungary
|
All
|
[---]
|
$__
|
|
Iceland
|
All
|
[---]
|
$__
|
|
India
|
All
|
[---]
|
$__
|
|
Indonesia
|
All
|
[---]
|
$__
|
|
Ireland
|
All
|
[---]
|
$__
|
|
Israel
|
All
|
[---]
|
$__
|
|
Italy
|
All
|
[---]
|
$__
|
|
Ivory Coast
|
All
|
[---]
|
$__
|
|
Japan
|
All
|
[---]
|
$__
|
|
Jordan
|
All
|
[---]
|
$__
|
|
Kazakhstan
|
All
|
[---]
|
$__
|
|
Kenya
|
All
|
[---]
|
$__
|
|
Latvia
|
Equities
|
[---]
|
$__
|
|
Latvia
|
Bonds
|
[---]
|
$__
|
|
Lebanon
|
All
|
[---]
|
$__
|
|
Lithuania
|
All
|
[---]
|
$__
|
| Validea | 4 |
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Luxembourg
|
All
|
[---]
|
$__
|
|
Malaysia
|
All
|
[---]
|
$__
|
|
Mali
|
All
|
[---]
|
$___
|
|
Malta
|
All
|
[---]
|
$__
|
|
Mauritius
|
All
|
[---]
|
$__
|
|
Mexico
|
All
|
[---]
|
$__
|
|
Morocco
|
All
|
[---]
|
$__
|
|
Namibia
|
All
|
[---]
|
$__
|
|
Netherlands
|
All
|
[---]
|
$__
|
|
New Zealand
|
All
|
[---]
|
$__
|
|
Niger
|
All
|
[---]
|
$__
|
|
Nigeria
|
All
|
[---]
|
$__
|
|
Norway
|
All
|
[---]
|
$__
|
|
Oman
|
All
|
[---]
|
$__
|
|
Pakistan
|
All
|
[---]
|
$__
|
|
Peru
|
All
|
[---]
|
$__
|
|
Philippines
|
All
|
[---]
|
$__
|
|
Poland
|
All
|
[---]
|
$__
|
|
Portugal
|
All
|
[---]
|
$__
|
|
Qatar
|
All
|
[---]
|
$__
|
|
Romania
|
All
|
[---]
|
$__
|
|
Russia
|
Equities
|
[---]
|
$__
|
|
Russia
|
MINFINs
|
[---]
|
$__
|
|
Senegal
|
All
|
[---]
|
$__
|
|
Singapore
|
All
|
[---]
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Slovak Republic
|
All
|
[---]
|
$__
|
|
Slovenia
|
All
|
[---]
|
$__
|
|
South Africa
|
All
|
[---]
|
$__
|
|
South Korea
|
All
|
[---]
|
$__
|
|
Spain
|
All
|
[---]
|
$__
|
|
Sri Lanka
|
All
|
[---]
|
$__
|
|
Swaziland
|
All
|
[---]
|
$__
|
|
Sweden
|
All
|
[---]
|
$__
|
|
Switzerland
|
All
|
[---]
|
$__
|
|
Taiwan
|
All
|
[---]
|
$__
|
|
Thailand
|
All
|
[---]
|
$__
|
|
Togo
|
All
|
[---]
|
$__
|
|
Tunisia
|
All
|
[---]
|
$__
|
|
Turkey
|
All
|
[---]
|
$__
|
|
UAE
|
All
|
[---]
|
$__
|
|
United Kingdom
|
All
|
[---]
|
$__
|
|
Ukraine
|
All
|
[---]
|
$__
|
|
Uruguay
|
All
|
[---]
|
$__
|
|
Venezuela
|
All
|
[---]
|
$__
|
|
Zambia
|
All
|
[---]
|
$__
|
|
Zimbabwe
|
All
|
[---]
|
$__
|
*Additional customer documentation and indemnification will be required prior to
establishing accounts in these markets.
**Tiered by market value <5 billion: 1 bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps
**Euromarkets – Non-Euromarkets: Surcharges vary by local market
| Validea | 5 |
Advisor’s Signature below acknowledges approval of the domestic and global fee schedules on this Exhibit H.
| Validea Capital Management, LLC | |
|
By: /s/ Xxxx Xxxxxxxx
|
|
|
Printed Name: Xxxx Xxxxxxxx
|
|
|
Title: President
|
Date: 12/5/14
|
| Validea | 6 |
