AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 31st day of July, 2014, 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 funds; 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 exhibits and add the following series of ETF Series Solutions:
Exhibit F, the Deep Value ETF, is hereby added and attached hereto.
Exhibit G, the Xxxxx Xxxxxxx-Ideal Ratings U.S. Large Cap ETF, is hereby added and attached hereto.
This amendment will become effective upon the commencement of operations of each of the Deep Value ETF and the Xxxxx Xxxxxxx-Ideal Ratings U.S. Large Cap 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.
| 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: Secretary | Title: Vice President |
Exhibit F to the
Name of Series
Deep Value ETF
Base Fee for Domestic Custody Services at July, 2014
The following reflects the greater of the basis point fee or minimum per fund-
|
Domestic
Custody
|
Basis Points on AUM
|
Annual Minimum per Fund
|
|
[---]
|
$[---]
|
Note: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy
The Following Fees are in Addition to the Base Fee-
Portfolio Transaction Fees
|
§
|
$[---] – Book entry DTC transaction/Federal Reserve transaction/principal pay down
|
|
§
|
$[---] - Short Sales
|
|
§
|
$[---] – US Bank Repo agreement/reverse repurchase agreement/time deposit/CD or other non-
|
depository transaction
|
§
|
$[---] – Option/ SWAPS/future contract written, exercised or expired
|
|
§
|
$[---] – Mutual fund trade/Fed wire/margin variation Fed wire
|
|
§
|
$[---] – Physical transaction
|
|
§
|
$[---] – Check disbursement (waived if U.S. Bancorp is Administrator)
|
|
§
|
$[---] – Segregated account per year
|
|
§
|
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
|
|
§
|
No charge for the initial conversion free receipts
|
|
§
|
Overdrafts – charged to the account at prime interest rate plus 2.
|
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.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
2
Exhibit F (continued) to the ETF Series Solutions Custody Agreement - Global Sub-Custodial Services Annual Fee Schedule at July, 2014
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Argentina
|
All
|
13.0
|
$__
|
|
Australia
|
All
|
1.00
|
$__
|
|
Austria
|
All
|
2.00
|
$__
|
|
Bahrain
|
All
|
44.0
|
$__
|
|
Bangladesh
|
All
|
35.0
|
$__
|
|
Belgium
|
All
|
1.50
|
$__
|
|
Benin
|
All
|
35.0
|
$__
|
|
Bermuda
|
All
|
13.0
|
$__
|
|
Botswana
|
All
|
22.0
|
$__
|
|
Brazil
|
All
|
8.00
|
$__
|
|
Bulgaria
|
All
|
35.0
|
$__
|
|
Burkina Faso
|
All
|
35.0
|
$__
|
|
Canada
|
All
|
1.00
|
$__
|
|
Cayman Islands*
|
All
|
1.00
|
$__
|
|
Channel Islands*
|
All
|
1.50
|
$__
|
|
Chile
|
All
|
18.0
|
$__
|
|
China“A” Shares
|
All
|
11.0
|
$__
|
|
China “B” Shares
|
All
|
11.0
|
$__
|
|
Columbia
|
All
|
35.0
|
$__
|
|
Costa Rica
|
All
|
13.0
|
$__
|
|
Croatia
|
All
|
31.0
|
$__
|
|
Czech Republic
|
All
|
11.0
|
$__
|
|
Denmark
|
All
|
2.00
|
$__
|
|
Ecuador
|
All
|
31.0
|
$__
|
|
Egypt
|
All
|
28.0
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Estonia
|
All
|
6.00
|
$__
|
|
Euromarkets**
|
All
|
1.00
|
$__
|
|
Finland
|
All
|
2.50
|
$__
|
|
France
|
All
|
1.00
|
$__
|
|
Germany
|
All
|
1.00
|
$__
|
|
Ghana
|
All
|
22.00
|
$__
|
|
Greece
|
All
|
8.00
|
$__
|
|
Guinea Bissau
|
All
|
44.0
|
$__
|
|
Hong Kong
|
All
|
2.00
|
$__
|
|
Hungary
|
All
|
22.00
|
$__
|
|
Iceland
|
All
|
13.00
|
$__
|
|
India
|
All
|
9.00
|
$__
|
|
Indonesia
|
All
|
6.00
|
$__
|
|
Ireland
|
All
|
2.00
|
$__
|
|
Israel
|
All
|
11.0
|
$__
|
|
Italy
|
All
|
2.00
|
$__
|
|
Ivory Coast
|
All
|
35.0
|
$__
|
|
Japan
|
All
|
1.00
|
$__
|
|
Jordan
|
All
|
35.00
|
$__
|
|
Kazakhstan
|
All
|
53.00
|
$__
|
|
Kenya
|
All
|
26.00
|
$__
|
|
Latvia
|
Equities
|
13.00
|
$__
|
|
Latvia
|
Bonds
|
22.00
|
$__
|
|
Lebanon
|
All
|
22.00
|
$__
|
|
Lithuania
|
All
|
18.00
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Luxembourg
|
All
|
4.00
|
$__
|
|
Malaysia
|
All
|
3.50
|
$__
|
|
Mali
|
All
|
35.0
|
$___
|
|
Malta
|
All
|
20.0
|
$__
|
|
Mauritius
|
All
|
26.00
|
$__
|
|
Mexico
|
All
|
2.00
|
$__
|
|
Morocco
|
All
|
31.00
|
$__
|
|
Namibia
|
All
|
26.00
|
$__
|
|
Netherlands
|
All
|
2.00
|
$__
|
3
|
New Zealand
|
All
|
2.50
|
$__
|
|
Niger
|
All
|
35.0
|
$__
|
|
Nigeria
|
All
|
26.00
|
$__
|
|
Norway
|
All
|
2.00
|
$__
|
|
Oman
|
All
|
45.00
|
$__
|
|
Pakistan
|
All
|
26.00
|
$__
|
|
Peru
|
All
|
39.00
|
$__
|
|
Philippines
|
All
|
5.00
|
$__
|
|
Poland
|
All
|
13.00
|
$__
|
|
Portugal
|
All
|
5.50
|
$__
|
|
Qatar
|
All
|
40.00
|
$__
|
|
Romania
|
All
|
31.00
|
$__
|
|
Russia
|
Equities
|
33.00
|
$__
|
|
Russia
|
MINFINs
|
13.00
|
$__
|
|
Senegal
|
All
|
35.00
|
$__
|
|
Singapore
|
All
|
2.00
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Slovak Republic
|
All
|
22.00
|
$__
|
|
Slovenia
|
All
|
22.00
|
$__
|
|
South Africa
|
All
|
2.00
|
$__
|
|
South Korea
|
All
|
5.50
|
$__
|
|
Spain
|
All
|
1.00
|
$__
|
|
Sri Lanka
|
All
|
13.00
|
$__
|
|
Swaziland
|
All
|
26.00
|
$__
|
|
Sweden
|
All
|
1.00
|
$__
|
|
Switzerland
|
All
|
1.00
|
$__
|
|
Taiwan
|
All
|
13.00
|
$__
|
|
Thailand
|
All
|
3.50
|
$__
|
|
Togo
|
All
|
35.00
|
$__
|
|
Tunisia
|
All
|
35.00
|
$__
|
|
Turkey
|
All
|
11.00
|
$__
|
|
UAE
|
All
|
40.00
|
$__
|
|
United Kingdom
|
All
|
1.00
|
$__
|
|
Ukraine
|
All
|
21.00
|
$__
|
|
Uruguay
|
All
|
45.00
|
$__
|
|
Venezuela
|
All
|
35.00
|
$__
|
|
Zambia
|
All
|
26.00
|
$__
|
|
Zimbabwe
|
All
|
26.00
|
$__
|
*Additional customer documentation and indemnification will be required prior to
establishing accounts in these markets.
**Tiered by market value <5 billion: 1 bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps
**Euromarkets – Non-Euromarkets: Surcharges vary by local market
Base Fee - A monthly charge per account (fund) will apply based on the number of foreign securities held.
|
§
|
1-25 foreign securities: $[---]
|
|
§
|
26-50 foreign securities: $[---]
|
|
§
|
Over 50 foreign securities: $[---]
|
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
The Following Fees May be Incurred in Addition to the Base Fee-
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''
4
|
§
|
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.
|
5
Exhibit G to the
Name of Series
Xxxxx Xxxxxxx-Ideal Ratings U.S. Large Cap ETF
Base Fee for Domestic Custody Services at July, 2014
The following reflects the greater of the basis point fee or minimum per fund-
|
Custody
|
Basis Points on AUM per Fund
|
Annual Minimum per Fund
|
||
|
$[---]
|
+$[---]
|
+$[---]
|
$[---]
|
|
|
[---]
|
[---]
|
[---]
|
||
Note: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy
The Following Fees are in Addition to the Base Fee-
Portfolio Transaction Fees
|
§
|
$[---] – Book entry DTC transaction/Federal Reserve transaction/principal pay down
|
|
§
|
$[---] - Short Sales
|
|
§
|
$[---] – US Bank Repo agreement/reverse repurchase agreement/time deposit/CD or other non-
|
depository transaction
|
§
|
$[---] – Option/ SWAPS/future contract written, exercised or expired
|
|
§
|
$[---] – Mutual fund trade/Fed wire/margin variation Fed wire
|
|
§
|
$[---] – Physical transaction
|
|
§
|
$[---] – Check disbursement (waived if U.S. Bancorp is Administrator)
|
|
§
|
$[---] – Segregated account per year
|
|
§
|
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
|
|
§
|
No charge for the initial conversion free receipts
|
|
§
|
Overdrafts – charged to the account at prime interest rate plus 2.
|
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.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
6
Exhibit G (continued) to the ETF Series Solutions Custody Agreement – Global custody fees at July, 2014
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Argentina
|
All
|
13.0
|
$__
|
|
Australia
|
All
|
1.00
|
$__
|
|
Austria
|
All
|
2.00
|
$__
|
|
Bahrain
|
All
|
44.0
|
$__
|
|
Bangladesh
|
All
|
35.0
|
$__
|
|
Belgium
|
All
|
1.50
|
$__
|
|
Benin
|
All
|
35.0
|
$__
|
|
Bermuda
|
All
|
13.0
|
$__
|
|
Botswana
|
All
|
22.0
|
$__
|
|
Brazil
|
All
|
8.00
|
$__
|
|
Bulgaria
|
All
|
35.0
|
$__
|
|
Burkina Faso
|
All
|
35.0
|
$__
|
|
Canada
|
All
|
1.00
|
$__
|
|
Cayman Islands*
|
All
|
1.00
|
$__
|
|
Channel Islands*
|
All
|
1.50
|
$__
|
|
Chile
|
All
|
18.0
|
$__
|
|
China“A” Shares
|
All
|
11.0
|
$__
|
|
China “B” Shares
|
All
|
11.0
|
$__
|
|
Columbia
|
All
|
35.0
|
$__
|
|
Costa Rica
|
All
|
13.0
|
$__
|
|
Croatia
|
All
|
31.0
|
$__
|
|
Czech Republic
|
All
|
11.0
|
$__
|
|
Denmark
|
All
|
2.00
|
$__
|
|
Ecuador
|
All
|
31.0
|
$__
|
|
Egypt
|
All
|
28.0
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Estonia
|
All
|
6.00
|
$__
|
|
Euromarkets**
|
All
|
1.00
|
$__
|
|
Finland
|
All
|
2.50
|
$__
|
|
France
|
All
|
1.00
|
$__
|
|
Germany
|
All
|
1.00
|
$__
|
|
Ghana
|
All
|
22.00
|
$__
|
|
Greece
|
All
|
8.00
|
$__
|
|
Guinea Bissau
|
All
|
44.0
|
$__
|
|
Hong Kong
|
All
|
2.00
|
$__
|
|
Hungary
|
All
|
22.00
|
$__
|
|
Iceland
|
All
|
13.00
|
$__
|
|
India
|
All
|
9.00
|
$__
|
|
Indonesia
|
All
|
6.00
|
$__
|
|
Ireland
|
All
|
2.00
|
$__
|
|
Israel
|
All
|
11.0
|
$__
|
|
Italy
|
All
|
2.00
|
$__
|
|
Ivory Coast
|
All
|
35.0
|
$__
|
|
Japan
|
All
|
1.00
|
$__
|
|
Jordan
|
All
|
35.00
|
$__
|
|
Kazakhstan
|
All
|
53.00
|
$__
|
|
Kenya
|
All
|
26.00
|
$__
|
|
Latvia
|
Equities
|
13.00
|
$__
|
|
Latvia
|
Bonds
|
22.00
|
$__
|
|
Lebanon
|
All
|
22.00
|
$__
|
|
Lithuania
|
All
|
18.00
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Luxembourg
|
All
|
4.00
|
$__
|
|
Malaysia
|
All
|
3.50
|
$__
|
|
Mali
|
All
|
35.0
|
$___
|
|
Malta
|
All
|
20.0
|
$__
|
|
Mauritius
|
All
|
26.00
|
$__
|
|
Mexico
|
All
|
2.00
|
$__
|
|
Morocco
|
All
|
31.00
|
$__
|
|
Namibia
|
All
|
26.00
|
$__
|
|
Netherlands
|
All
|
2.00
|
$__
|
7
|
New Zealand
|
All
|
2.50
|
$__
|
|
Niger
|
All
|
35.0
|
$__
|
|
Nigeria
|
All
|
26.00
|
$__
|
|
Norway
|
All
|
2.00
|
$__
|
|
Oman
|
All
|
45.00
|
$__
|
|
Pakistan
|
All
|
26.00
|
$__
|
|
Peru
|
All
|
39.00
|
$__
|
|
Philippines
|
All
|
5.00
|
$__
|
|
Poland
|
All
|
13.00
|
$__
|
|
Portugal
|
All
|
5.50
|
$__
|
|
Qatar
|
All
|
40.00
|
$__
|
|
Romania
|
All
|
31.00
|
$__
|
|
Russia
|
Equities
|
33.00
|
$__
|
|
Russia
|
MINFINs
|
13.00
|
$__
|
|
Senegal
|
All
|
35.00
|
$__
|
|
Singapore
|
All
|
2.00
|
$__
|
|
COUNTRY
|
INSTRUMENT
|
SAFEKEEPING
(BPS)
|
TRANSACTION FEE
|
|
Slovak Republic
|
All
|
22.00
|
$__
|
|
Slovenia
|
All
|
22.00
|
$__
|
|
South Africa
|
All
|
2.00
|
$__
|
|
South Korea
|
All
|
5.50
|
$__
|
|
Spain
|
All
|
1.00
|
$__
|
|
Sri Lanka
|
All
|
13.00
|
$__
|
|
Swaziland
|
All
|
26.00
|
$__
|
|
Sweden
|
All
|
1.00
|
$__
|
|
Switzerland
|
All
|
1.00
|
$__
|
|
Taiwan
|
All
|
13.00
|
$__
|
|
Thailand
|
All
|
3.50
|
$__
|
|
Togo
|
All
|
35.00
|
$__
|
|
Tunisia
|
All
|
35.00
|
$__
|
|
Turkey
|
All
|
11.00
|
$__
|
|
UAE
|
All
|
40.00
|
$__
|
|
United Kingdom
|
All
|
1.00
|
$__
|
|
Ukraine
|
All
|
21.00
|
$__
|
|
Uruguay
|
All
|
45.00
|
$__
|
|
Venezuela
|
All
|
35.00
|
$__
|
|
Zambia
|
All
|
26.00
|
$__
|
|
Zimbabwe
|
All
|
26.00
|
$__
|
*Additional customer documentation and indemnification will be required prior to
establishing accounts in these markets.
**Tiered by market value <5 billion: 1 bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps
**Euromarkets – Non-Euromarkets: Surcharges vary by local market
Base Fee - A monthly charge per account (fund) will apply based on the number of foreign securities held.
|
§
|
1-25 foreign securities: $[---]
|
|
§
|
26-50 foreign securities: $[---]
|
|
§
|
Over 50 foreign securities: $[---]
|
|
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
|
|
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
The Following Fees May be Incurred in Addition to the Base Fee-
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.
|
8
|
§
|
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.
|
(signature on the following page)
Advisor’s Signature below acknowledges approval of the domestic and global fee schedules on these Exhibits E and F.
Exchange Traded Concepts, LLC
By: /s/ J. Xxxxxxx Xxxxxxx
Printed Name: J. Xxxxxxx Xxxxxxx
Title: CEO Date: 8/7/14
9
