AMENDMENT TO THE ETF SERIES SOLUTIONS FUND ACCOUNTING SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT, dated as of the 14th day of June, 2019, to the Fund Accounting Servicing 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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties to the Agreement desire to amend the Agreement to update the fee schedule and to add the Aptus Collared Income Opportunity ETF in the manner set forth herein; and
WHEREAS, Section 15 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Exhibit L is hereby superseded and replaced with Exhibit L attached hereto.
This amendment will become effective upon the commencement of operations of the Aptus Collared Income Opportunity 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. BANCORP FUND SERVICES, LLC | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxxx X. Xxxxxxxxx | |||
Title: Vice President and Secretary | Title: Senior Vice President | |||
1
Aptus
Exhibit L to the ETF Series Solutions Fund Accounting Servicing Agreement
Name of Series
Aptus Behavioral Momentum ETF
Aptus Fortified Value ETF
Opus Small Cap Value Plus ETF
Opus International Small/Mid Cap ETF
Aptus Defined Risk ETF
Aptus Collared Income Opportunity ETF
Base Fee for Accounting, Administration, Transfer Agent & Account Services at June 2019
The following reflects the greater of the basis point fee or annual minimum1 where Aptus Capital Advisors acts as Adviser to the fund in the ETF Series Solutions Trust
Annual Minimum per Fund2 Basis Points on Trust AUM2
Funds 1-5 | $[ ] | First $500m | [ ] bps |
Funds 6-10 | $[ ] | Next $500m | [ ] bps |
Funds 11-15 | $[ ] | Balance | [ ] bps |
Funds 16+ | $[ ] | ||
1 Each 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 “The Adviser” terminate this service agreement with U.S. Bank, N.A. prior to the end of the initial contract period, “The 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 “The Adviser” launched a Fund on March 1, 2019 and terminated the relationship on June 30, 2020, “The Adviser” would owe would owe U.S. Bank up to 50% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody + $[ ] Distributor)
Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
2 Subject to annual CPI increase – All Urban Consumers – U.S. City Average. Fees are calculated pro rata and billed monthly.
2
Aptus
Exhibit L (continued) to the ETF Series Solutions Fund Accounting Servicing Agreement
Accounting, Administration, Transfer Agent & Account Services (in addition to the Base Fee)
Pricing Services
For daily pricing of each securities (estimated 252 pricing days annually)
▪$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps
▪$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds
▪$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield
▪$[ ] – Interest Rate Swaps, Foreign Currency Swaps
▪$[ ] – Bank Loans
▪$[ ] – Swaptions, Intraday money market funds pricing, up to 3 times per day
▪$[ ] – Credit Default Swaps
▪$[ ] per Month Manual Security Pricing (>25per day)
NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
Fee for IDC data used to monitor corporate actions
▪$[ ] ] per Foreign Equity Security per Month
▪$[ ] per Domestic Equity Security per Month
▪$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month
Trust Chief Compliance Officer Annual Fee (subject to board approval)
▪$[ ] fund 1
▪$[ ] funds 2-5
▪$[ ] funds 6+
▪$[ ] per sub-advisor
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
▪$[ ] per security per month for fund administrative
SEC Modernization Requirements
▪Form N-PORT – $[ ] per year, per Fund
▪Form N-CEN – $[ ] per year, per Fund
Section 15(c) Reporting
▪$[ ] per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
- Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
- Performance reporting package: Peer Comparison Report
▪Additional 15c reporting is subject to additional charges
▪Standard data source – Morningstar; additional charges will apply for other data services
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.
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
3
Aptus
Exhibit L (continued) to the ETF Series Solutions Fund Accounting Servicing Agreement
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)
Daily Compliance Services
▪Base fee – $[ ] per fund per year
▪Setup – $[ ] per fund group
Section 18 Daily Compliance Testing (for derivatives and leverage)
▪$[ ] set up fee per fund complex
▪$[ ] per fund per month
C- Corp Administrative Services
▪1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
▪1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $[ ] Fees are calculated pro rata and billed monthly
Advisor’s Signature below acknowledges approval of the fee schedules on this Exhibit.
Aptus Capital Advisors, LLC
By /s/ X.X. Xxxxxxx
Printed Name: X.X. Xxxxxxx
Title: Founder and Managing Member Date: 06/17/2019
4
Aptus
