AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 5th day of November, 2013, 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 Vident Core US Equity 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 Agreement as follows:
Exhibit E is hereby superseded and replaced with Amended Exhibit E attached hereto.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 first written above.
| ETF SERIES SOLUTIONS | U.S. BANK, N.A. |
| By: /s/ Xxxxxxx X. Xxxxxxx | By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx | Name: Xxxxxxx X. Xxxxxxx |
| Title: President | Title: Vice President |
Amended Exhibit E to the
Name of Series
Vident International Equity Fund
Vident Core US Equity Fund
Base fee for USBFS Fund Accounting, Fund Administration, Chief Compliance Officer, Transfer Agent/Shareholder & Account Services, Custody and Distribution at August, 2013
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 $__)
Domestic Custody Services
Portfolio Transaction Fees
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§
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$__– Book entry DTC transaction/Federal Reserve transaction/principal paydown
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§
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$__- Short Sales
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§
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$__– US Bank Repo agreement/reverse repurchase agreement/time deposit/CD or other non-
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depository transaction
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§
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$__– Option/ SWAPS/future contract written, exercised or expired
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§
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$__– Mutual fund trade/Fed wire/margin variation Fed wire
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§
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$__– Physical transaction
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§
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$__– Check disbursement (waived if U.S. Bancorp is Administrator)
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§
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$__ – Segregated account per year
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§
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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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§
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No charge for the initial conversion free receipt.
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§
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Overdrafts – charged to the account at prime interest rate plus 2.
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Out-Of-Pocket Expenses
Including but not limited to 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.
Amended Exhibit E (continued) to the
Global Custody Services at August, 2013
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COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Argentina
|
All
|
__
|
$__
|
|
Australia
|
All
|
__
|
$__
|
|
Austria
|
All
|
__
|
$__
|
|
Bahrain
|
All
|
__
|
$__
|
|
Bangladesh
|
All
|
__
|
$__
|
|
Belgium
|
All
|
__
|
$__
|
|
Bermuda
|
All
|
__
|
$__
|
|
Botswana
|
All
|
__
|
$__
|
|
Brazil
|
All
|
__
|
$__
|
|
Bulgaria
|
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
|
__
|
$__
|
|
Cyprus*
|
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
|
__
|
$__
|
|
Hong Kong
|
All
|
__
|
$__
|
|
Hungary
|
All
|
__
|
$__
|
|
Iceland
|
All
|
__
|
$__
|
|
India
|
All
|
__
|
$__
|
|
Indonesia
|
All
|
__
|
$__
|
|
Ireland
|
All
|
__
|
$__
|
|
Israel
|
All
|
__
|
$__
|
|
Italy
|
All
|
__
|
$__
|
|
Jamaica*
|
All
|
__
|
$__
|
|
Japan
|
All
|
__
|
$__
|
|
Jordan
|
All
|
__
|
$__
|
|
Kazakhstan
|
All
|
__
|
$__
|
|
Kenya
|
All
|
__
|
$__
|
|
Latvia
|
Equities
|
__
|
$__
|
|
Latvia
|
Bonds
|
__
|
$__
|
|
Lebanon
|
All
|
__
|
$__
|
|
Lithuania
|
All
|
__
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Luxembourg
|
All
|
__
|
$__
|
|
Malaysia
|
All
|
__
|
$__
|
|
Malta
|
All
|
__
|
$__
|
|
Mauritius
|
All
|
__
|
$__
|
|
Mexico
|
All
|
__
|
$__
|
|
Morocco
|
All
|
__
|
$__
|
|
Namibia
|
All
|
__
|
$__
|
|
Netherlands
|
All
|
__
|
$__
|
|
New Zealand
|
All
|
__
|
$__
|
|
Nigeria
|
All
|
__
|
$__
|
|
Norway
|
All
|
__
|
$__
|
|
Oman
|
All
|
__
|
$__
|
|
Pakistan
|
All
|
__
|
$__
|
|
Palestinian Autonomous Area*
|
All
|
__
|
$__
|
|
Peru
|
All
|
__
|
$__
|
|
Philippines
|
All
|
__
|
$__
|
|
Poland
|
All
|
__
|
$__
|
|
Portugal
|
All
|
__
|
$__
|
|
Qatar
|
All
|
__
|
$__
|
|
Romania
|
All
|
__
|
$__
|
|
Russia
|
Equities
|
__
|
$__
|
|
Russia
|
MINFINs
|
__
|
$__
|
|
Serbia*
|
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
|
__
|
$__
|
|
Trinidad & Tobago*
|
All
|
__
|
$__
|
|
Tunisia
|
All
|
__
|
$__
|
|
Turkey
|
All
|
__
|
$__
|
|
UAE
|
All
|
__
|
$__
|
|
United Kingdom
|
All
|
__
|
$__
|
|
Ukraine
|
All
|
__
|
$__
|
|
Uruguay
|
All
|
__
|
$__
|
|
Venezuela
|
All
|
__
|
$__
|
|
Vietnam*
|
All
|
__
|
$__
|
|
Zambia
|
All
|
__
|
$__
|
*Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
**Tiered by market value <__billion: __ bp, >$__ billion and <$__ billion: __bps; >$__ billion: __bps
Amended Exhibit E (continued) to the
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 $__.
|
Tax Reclamation Services:
|
§
|
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $__ per claim.
|
Out of Pocket Expenses
|
§
|
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, facsimile reporting, extraordinary telecommunications fees, 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.
|
|
§
|
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. Also, certain expenses are charged at a predetermined flat rate.
|
|
§
|
SWIFT reporting and message fees.
|
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly
Advisor’s Signature not required on this Amended Exhibit E as the domestic and global fee schedules are not changing.
