AMENDMENT TO THE ETF SERIES SOLUTIONS FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT, dated as of the 13th day of November, 2018, to the Fund Administration 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 add the AAM S&P Developed Markets High Dividend Value ETF in the manner set forth herein; and
WHEREAS, Section 11 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Exhibit U is hereby superseded and replaced with Exhibit U attached hereto
This amendment will become effective upon the commencement of operations of the AAM S&P Developed Markets High Dividend Value 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.
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxxxxx X. Xxxxxxxx
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By: /s/ Xxxxx X. Zagdronik
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. Zagdronik
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Title: Vice President and Secretary
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Title: Senior Vice President
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AAM
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1
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Exhibit U to the ETF Series Solutions Fund Administration Servicing Agreement
AAM S&P 500 Sector High Dividend ETF
AAM S&P Emerging Markets Sector High Dividend ETF
AAM S&P Developed Markets High Dividend Value ETF
Base Fee for Accounting, Administration, and Transfer Agent Services
The following reflects the greater of the basis point fee or annual minimum for funds listed on Schedule A.
Note: Year 1 minimum fee for Funds 1-5 will be discounted by 50% for the first 6 months of service starting on the launch date of each Fund.1
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Administration,
Accounting, TA
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Basis Points on AUM
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Annual Minimum per Fund2
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First
$250m
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Next
$250m
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Next
$500m
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Balance
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Funds 1-
5
$[ ]
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Funds 6-10
$[ ]
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Fund 11 and
above
$[ ]
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[ ]
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[ ]
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[ ]
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[ ]
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See APPENDIX A for Services and Associated Fees in addition to the Base Fee
See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees
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AAM
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2
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APPENDIX A
Accounting, Administration, TA Services in addition to the Base Fee1
Pricing Services
For daily pricing of each securities (estimated 252 pricing days annually)
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§
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$[ ] - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards
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§
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$[ ] - Domestic Corporates, Convertibles, Governments, Agencies, Currency Rates, Mortgage Backed
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§
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$[ ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield
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§
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$[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
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§
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$[ ] - Bank Loans
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§
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$[ ] - Swaptions
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§
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$[ ] - Credit Default Swaps
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§
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$[ ] per Month Manual Security Pricing (>25 per day)
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NOTE: Prices are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
Fee for IDC data used to monitor corporate actions
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§
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$[ ] per Foreign Equity Security per Month
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§
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$[ ] per Domestic Equity Security per Month
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§
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$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month
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External Audit and Tax (Estimate: subject to Audit firm approval, additional fees may apply)
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§
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$[ ] base fee for domestic equity ETF
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§
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$[ ] base fee for international equity ETF
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§
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$[ ] base fee for tax services
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External Trust Counsel (Estimate: subject to external counsel approval)
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§
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$[ ] per ETF
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ESS Trust Chief Compliance Officer Annual Fee (subject to board approval)
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§
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$[ ] for the first fund
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§
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$[ ] for each additional fund
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§
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$[ ] per sub-advisor per fund
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Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
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§
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$[ ] per security per month
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Section 15(c) Reporting
Add the following for fund administration services and data charges necessary to compile SEC required “peer reporting” information.
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§
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$[ ] per fund per report
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Ongoing Annual Legal Administration Services
Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements: (Final Fee(s) subject to USBFS legal team review and approval)
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$[ ] first fund
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$[ ] each additional fund up to 5 funds
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Fees negotiated for funds 6+
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Miscellaneous Expenses
Including but not limited to, 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 CCO team travel related costs to perform due diligence reviews at advisor and sub-advisor facilities.
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
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AAM
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3
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APPENDIX B
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance
Daily Compliance Services
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Base fee – $[ ] per fund per year
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§
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Setup – $[ ] per fund group
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Section 18 Daily Compliance Testing (for derivatives and leverage)
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$[ ] set up fee per fund complex
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$[ ] per fund per month
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Customized Benchmarking
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Negotiated based upon specific requirements
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Outbound Calling & Marketing Campaigns
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Cost based on project requirements
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Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
Adviser’s signature not needed as fees are not changing; only adding additional fund to Exhibit U.
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
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AAM
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4
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