AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT 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 the PPTY – U.S. Diversified Real Estate ETF and to update the fee schedule; 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 Agreement as follows:
Amended Exhibit E is hereby superseded and replaced with Amended Exhibit E attached hereto.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 last written below.
U.S. BANK, N.A.
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By: /s/ Xxxxxxx X. Xxxxxxxx
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By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Vice President and Secretary
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Title: Executive Vice President
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Date: March 9, 2018
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Date: March 9, 2018
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Vident
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1
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Amended Exhibit E to the
Name of Series
Vident International Equity Fund
Vident Core U.S. Equity Fund
Vident Core U.S. Bond Strategy ETF
PPTY – U.S. Diversified Real Estate ETF
Base fee for USBFS Fund Accounting, Fund Administration, Chief Compliance Officer, Transfer Agent/Shareholder & Account Services, Custody and Distribution at January 2018*
Based on average net assets (i.e. “AUM”) of the ETF, the greater of…
[ ] basis points on the first $[ ] million
[ ] basis points on the balance
Or,
$[ ] (Year 1 [ ]% discount minimum fee of $[ ])
$[ ] (Year 2 [ ]% discounted minimum fee of $[ ])
Domestic Custody Services
Portfolio Transaction Fees
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$[ ]– Book entry DTC transaction/Federal Reserve transaction/principal paydown
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$[ ]- Short Sales
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$[ ]– US Bank Repo agreement/reverse repurchase agreement/time deposit/CD or other non-
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depository transaction
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$[ ]– Option/ SWAPS/future contract written, exercised or expired
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$[ ]– Mutual fund trade/Fed wire/margin variation Fed wire
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$[ ]– Physical transaction
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$[ ]– Check disbursement (waived if U.S. Bancorp is Administrator)
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$[ ]– Segregated account per year
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
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No charge for the initial conversion free receipt.
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Overdrafts – charged to the account at prime interest rate plus [ ].
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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.
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 “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.
Vident
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2
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Amended Exhibit E (continued) to the
Global Custody Services
Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Argentina
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All
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____
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$____
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Lebanon
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All
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____
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$____
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Australia
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All
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____
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$____
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Lithuania
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All
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____
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$____
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Austria
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All
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____
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$____
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Luxembourg
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All
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____
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$____
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Bahrain
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All
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____
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$____
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Malaysia
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All
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____
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$____
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Bangladesh
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All
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____
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$____
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Mali
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All
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____
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$____
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Belgium
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All
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____
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$____
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Malta
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All
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____
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$____
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Benin
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All
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____
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$____
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Mauritius
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All
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____
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$____
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Bermuda
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All
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____
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$____
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Mexico
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All
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____
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$____
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Botswana
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All
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____
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$____
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Morocco
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All
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____
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$____
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Brazil
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All
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____
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$____
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Namibia
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All
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____
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$____
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Bulgaria
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All
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____
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$____
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Netherlands
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All
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____
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$____
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Burkina Faso
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All
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____
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$____
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New Zealand
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All
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____
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$____
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Canada
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All
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____
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$____
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Niger
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All
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____
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$____
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Cayman Islands*
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All
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____
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$____
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Nigeria
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All
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____
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$____
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Channel Islands*
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All
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____
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$____
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Norway
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All
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____
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$____
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Chile
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All
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____
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$____
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Oman
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All
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____
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$____
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China
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All
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____
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$____
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Pakistan
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All
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____
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$____
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Columbia
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All
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____
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$____
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Peru
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All
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____
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$____
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Costa Rica
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All
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____
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$____
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Phillipines
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All
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____
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$____
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Croatia
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All
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____
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$____
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Poland
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All
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____
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$____
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Cyprus
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All
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____
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$____
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Portugal
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All
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____
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$____
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Czech Republic
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All
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____
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$____
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Qatar
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All
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____
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$____
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Denmark
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All
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____
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$____
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Romania
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All
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____
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$____
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Ecuador
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All
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____
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$____
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Russia
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Equities
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____
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$____
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Egypt
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All
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____
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$____
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Senegal
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All
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____
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$____
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Estonia
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All
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____
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$____
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Singapore
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All
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____
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$____
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Euromarkets**
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All
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____
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$____
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Slovak Republic
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All
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____
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$____
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Finland
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All
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____
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$____
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Slovenia
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All
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____
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$____
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France
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All
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____
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$____
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South Africa
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All
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____
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$____
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Germany
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All
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____
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$____
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South Korea
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All
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____
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$____
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Ghana
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All
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____
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$____
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Spain
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All
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____
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$____
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Greece
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All
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____
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$____
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Sri Lanka
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All
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____
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$____
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Guinea Bissau
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All
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____
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$____
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Swaziland
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All
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____
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$____
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Hong Kong
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All
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____
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$____
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Sweden
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All
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____
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$____
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Hungary
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All
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____
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$____
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Switzerland
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All
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____
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$____
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Iceland
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All
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____
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$____
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Taiwan
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All
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____
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$____
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India
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All
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____
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$____
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Thailand
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All
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____
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$____
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Indonesia
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All
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____
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$____
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Togo
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All
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____
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$____
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Ireland
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All
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____
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$____
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Tunisia
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All
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____
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$____
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Israel
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All
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____
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$____
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Turkey
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All
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____
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$____
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Italy
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All
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____
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$____
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UAE
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All
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____
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$____
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Ivory Coast
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All
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____
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$____
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United Kingdom
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All
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____
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$____
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Japan
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All
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____
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$____
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Ukraine
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All
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____
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$____
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Jordan
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All
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____
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$____
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Uruguay
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All
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____
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$____
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Kazakhstan
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All
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____
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$____
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Venezuela
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All
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____
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$____
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Kenya
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All
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____
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$____
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Vietnam
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All
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____
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$____
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Kuwait
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All
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____
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$____
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Zambia
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All
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____
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$____
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Latvia
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Equities
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____
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$____
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Zimbabwe
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All
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________
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$____
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NOTE: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy
Cash Transactions:
§ |
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $[ ].
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Vident
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3
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Amended Exhibit E (continued) to the
Tax Reclamation Services
Miscellaneous Expenses
§ |
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim.
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§ |
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening 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.
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§ |
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.
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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.”
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly
Advisor’s Signature below acknowledges approval of the domestic and global fee schedule updates on this Amended Exhibit E.
Exchange Traded Concepts, LLC
By: /s/ J. Xxxxxxx Xxxxxxx
Printed Name: J. Xxxxxxx Xxxxxxx
Title: CEO
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Date: 3-12-18
|
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