AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT

AMENDMENT TO THE

THIS AMENDMENT, dated as of September 2, 2020, 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 to the Agreement desire to amend the Agreement to update the funds list and fee schedule in the manner set forth herein; 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 hereby amend the Agreement as follows:

Exhibit BB is hereby superseded and replaced with Exhibit BB attached hereto.

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.


ETF SERIES SOLUTIONS						U.S. BANK N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx						By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxxx						Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Secretary						Title: Senior Vice President

Defiance

Exhibit BB to the ETF Series Solutions Custody Agreement

Defiance ETFs, LLC

Defiance Quantum ETF

Defiance Next Gen Connectivity ETF

Defiance Nasdaq Junior Biotechnology ETF

Defiance Next Gen SPAC IPO ETF

Base Fee for Custody Services at September 2020

The following reflects the greater of the basis point fee or annual minimum¹ for funds where Defiance Global acts as Adviser to the fund in the ETF Series Solutions (ESS) ETF Trust.²

Annual Minimum per Fund² Basis Points on Trust AUM²

Funds 1-5 $[ ] First $1b [ ] bp

Funds 6+ $[ ] Balance [ ] bp

¹Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM.

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the service agreement’s 12-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if Adviser launched a Fund on March 1, 2020 and terminated the relationship on June 30, 2021, Adviser would owe U.S. Bank up to 50% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody).

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

² Subject to annual CPI increase: All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly

Defiance

Exhibit BB (continued) to the ETF Series Solutions Custody Agreement

Defiance ETFs, LLC

Custody Services in addition to the Base Fee at August 2020

Portfolio Transaction Fees²

•$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

•$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

•$[ ] – Option/SWAPS/future contract written, exercised or expired

•$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire

•$[ ] – Physical security transaction

•$[ ] – Check disbursement (waived if U.S. Bank is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

•Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

•$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)

•Class Action Services – $[ ] filing fee per class action per account, plus 2% of gross proceeds, up to a maximum per recovery not to exceed $[ ].

•No charge for the initial conversion free receipt.

•Overdrafts – charged to the account at prime interest rate plus 2%, unless a line of credit is in place

•Third Party lending - Additional fees will apply

Fees are calculated pro rata and billed monthly

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.

Defiance

Exhibit BB (continued) to the ETF Series Solutions Custody Agreement

Defiance ETFs, LLC

Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee

A monthly base fee of $[ ] per fund will apply when foreign securities are held. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply.

Plus:

Global Custody Transaction Fees¹

Global Custody transaction fees associate with Sponsor Trades². (See schedule below)

•A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.

Global Safekeeping and Transaction Fees

(See schedule below)

Tax Reclamation Services

Miscellaneous Expenses

•Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

•A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

•SWIFT reporting and message fees.

Fees are calculated pro rata and billed monthly

¹“Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”

Defiance

Additional Global Sub-Custodial Services Annual Fee Schedule

Country

Instrument

Safekeeping
(BPS)

Transaction
Fee

Country

Instrument

Safekeeping
(BPS)

Transaction
Fee

Argentina

All

____

$____

Lebanon

All

____

$____

Australia

All

____

$____

Lithuania

All

____

$____

Austria

All

____

$____

Luxembourg

All

____

$____

Bahrain

All

____

$____

Malaysia

All

____

$____

Bangladesh

All

____

$____

Mali

All

____

$____

Belgium

All

____

$____

Malta

All

____

$____

Benin

All

____

$____

Mauritius

All

____

$____

Bermuda

All

____

$____

Mexico

All

____

$____

Botswana

All

____

$____

Morocco

All

____

$____

Brazil

All

____

$____

Namibia

All

____

$____

Bulgaria

All

____

$____

Netherlands

All

____

$____

Burkina Faso

All

____

$____

New Zealand

All

____

$____

Canada

All

____

$____

Niger

All

____

$____

Cayman Islands*

All

____

$____

Nigeria

All

____

$____

Channel Islands*

All

____

$____

Norway

All

____

$____

Chile

All

____

$____

Oman

All

____

$____

China

All

____

$____

Pakistan

All

____

$____

Columbia

All

____

$____

Peru

All

____

$____

Costa Rica

All

____

$____

Phillipines

All

____

$____

Croatia

All

____

$____

Poland

All

____

$____

Cyprus

All

____

$____

Portugal

All

____

$____

Czech Republic

All

____

$____

Qatar

All

____

$____

Denmark

All

____

$____

Romania

All

____

$____

Ecuador

All

____

$____

Russia

Equities

____

$____

Egypt

All

____

$____

Senegal

All

____

$____

Estonia

All

____

$____

Singapore

All

____

$____

Euromarkets**

All

____

$____

Slovak Republi

All

____

$____

Finland

All

____

$____

Slovenia

All

____

$____

France

All

____

$____

South Africa

All

____

$____

Germany

All

____

$____

South Korea

All

____

$____

Ghana

All

____

$____

Spain

All

____

$____

Greece

All

____

$____

Sri Lanka

All

____

$____

Guinea Bissau

All

____

$____

Swaziland

All

____

$____

Hong Kong

All

____

$____

Sweden

All

____

$____

Hungary

All

____

$____

Switzerland

All

____

$____

Iceland

All

____

$____

Taiwan

All

____

$____

India

All

____

$____

Thailand

All

____

$____

Indonesia

All

____

$____

Togo

All

____

$____

Ireland

All

____

$____

Tunisia

All

____

$____

Israel

All

____

$____

Turkey

All

____

$____

Italy

All

____

$____

UAE

All

____

$____

Ivory Coast

All

____

$____

United Kingdom

All

____

$____

Japan

All

____

$____

Ukraine

All

____

$____

Jordan

All

____

$____

Uruguay

All

____

$____

Defiance

Kazakhstan

All

____

$____

Venezuela

All

____

$____

Kenya

All

____

$____

Vietnam

All

____

$____

Kuwait

All

____

$____

Zambia

All

____

$____

Latvia

Equities

____

$____

Zimbabwe

All

________

$____

*Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

**Tiered by market value: <$5billion and >$10billion: [ ] bps; >$10billion: [ ] bps

**Euromarkets – Non-eurobonds: Surcharges vary by local market.

* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo and Benin.

Adviser’s signature not needed, as the Adviser has signed and acknowledged the fee proposal, dated August 5, 2020.

Defiance

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AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT

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