AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY
AGREEMENT
THIS AMENDMENT, effective as of the 18th day of July, 2017, 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 fees; 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 to add the Nationwide funds currently authorized by the Trust or may be authorized by the Trust subsequent to the date of this Amendment (each a "Fund" and collectively the "Funds").
Exhibit R, the fees of the Nationwide Funds, is hereby added and attached hereto.
This amendment will become effective upon the commencement of operations of each of the Nationwide Funds. 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. BANK, N.A.
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By: /s/ Xxxxxxx X. Xxxxxxxx
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By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President and Secretary | Title: Vice President |
1
Exhibit R to the ETF Series Solutions Custody Agreement - Nationwide Funds
Base Fee for Domestic Custody Services at July 18, 2017
The following-reflects the greater of the basis point fee or annual minimum for Funds in the ETF Series Solutions (ESS) Trust where Nationwide acts as Adviser to the Fund.1
Annual Minimum per Fund
Funds 1-10 $[ ]
Funds 11-20 $[ ]
Funds 21+ $[ ]
Basis Points on Trust AUM
First [ ] [ ]bp
Balance [ ]bp
See below for Services and associated fees in addition to Base Fee
See following pages for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
1 Fees are calculated pro rata and billed monthly
2
Exhibit R (continued) to the ETF Series Solutions Custody Agreement Fee schedule at July 18, 2017
Domestic Custody Services in addition to the Base Fee 1
Portfolio Transaction Fees2
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$[ ] - Book entry DTC transaction, Federal Reserve transaction, principal paydown
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• |
$[ ]- Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
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• |
$[ ]- Options/SWAPS/future contract written, exercised or expired
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$[ ]- Mutual fund trade, Margin Variation Wire and outbound Fed wire
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• |
$[ ]- Physical security transaction
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• |
$[ ]- Check disbursement (waived if U.S. Bancorp is Administrator)
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Miscellaneous Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity.
Additional Services
• |
Additional fees apply for global servicing.
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$[ ] per Sub Advisor or Segregated custody account per year
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No charge for the initial conversion free receipt.
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Overdrafts - charged to the account at Fed Funds rate plus [ ]bp unless a line of credit is in place.
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1 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”.
3
Exhibit R (continued) to the ETF Series Solutions Custody Agreement
Additional Global Sub-Custodial Services Annual Fee Schedule at July 18, 2017
Base Fee
A monthly fee per ETF {fund) will apply based on the following:
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foreign securities: $[ ]
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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.
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Plus:
Global Custody Transaction Fees1
Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)
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A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security (excluding create/redeem).
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Global Safekeeping and Transaction Fees
(See schedule below)
Tax Reclamation Services
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim.
Miscellaneous Expenses
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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 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.
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SWIFT reporting and message fees.
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1 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”.
4
Exhibit R (continued) to the ETF Series Solutions Custody Agreement - Additional Global Sub-Custodial Services Annual Fee Schedule at July 18, 2017
Country
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Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
____
|
$____
|
Lebanon
|
All
|
____
|
$____
|
|
Australia
|
All
|
____
|
$____
|
Lithuania
|
All
|
____
|
$____
|
|
Austria
|
All
|
____
|
$____
|
Luxembourg
|
All
|
____
|
$____
|
|
Bahrain
|
All
|
____
|
$____
|
Malaysia
|
All
|
____
|
$____
|
|
Bangladesh
|
All
|
____
|
$____
|
Mali
|
All
|
____
|
$____
|
|
Belgium
|
All
|
____
|
$____
|
Malta
|
All
|
____
|
$____
|
|
Benin
|
All
|
____
|
$____
|
Mauritius
|
All
|
____
|
$____
|
|
Bermuda
|
All
|
____
|
$____
|
Mexico
|
All
|
____
|
$____
|
|
Botswana
|
All
|
____
|
$____
|
Morocco
|
All
|
____
|
$____
|
|
Brazil
|
All
|
____
|
$____
|
Namibia
|
All
|
____
|
$____
|
|
Bulgaria
|
All
|
____
|
$____
|
Netherlands
|
All
|
____
|
$____
|
|
Burkina Faso
|
All
|
____
|
$____
|
New Zealand
|
All
|
____
|
$____
|
|
Canada
|
All
|
____
|
$____
|
Niger
|
All
|
____
|
$____
|
|
Cayman Islands*
|
All
|
____
|
$____
|
Nigeria
|
All
|
____
|
$____
|
|
Channel Islands*
|
All
|
____
|
$____
|
Norway
|
All
|
____
|
$____
|
|
Chile
|
All
|
____
|
$____
|
Oman
|
All
|
____
|
$____
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|
China
|
All
|
____
|
$____
|
Pakistan
|
All
|
____
|
$____
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Columbia
|
All
|
____
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$____
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Peru
|
All
|
____
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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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$____
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Croatia
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All
|
____
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$____
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Poland
|
All
|
____
|
$____
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Cyprus
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All
|
____
|
$____
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Portugal
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All
|
____
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$____
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|
Czech Republic
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All
|
____
|
$____
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Qatar
|
All
|
____
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$____
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Denmark
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All
|
____
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$____
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Romania
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All
|
____
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$____
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Ecuador
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All
|
____
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$____
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Russia
|
Equities
|
____
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$____
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Egypt
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All
|
____
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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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$____
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Singapore
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All
|
____
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$____
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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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Finland
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All
|
____
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$____
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Slovenia
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All
|
____
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$____
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|
France
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All
|
____
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$____
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South Africa
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All
|
____
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$____
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|
Germany
|
All
|
____
|
$____
|
South Korea
|
All
|
____
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$____
|
|
Ghana
|
All
|
____
|
$____
|
Spain
|
All
|
____
|
$____
|
|
Greece
|
All
|
____
|
$____
|
Sri Lanka
|
All
|
____
|
$____
|
|
Guinea Bissau
|
All
|
____
|
$____
|
Swaziland
|
All
|
____
|
$____
|
|
Hong Kong
|
All
|
____
|
$____
|
Sweden
|
All
|
____
|
$____
|
|
Hungary
|
All
|
____
|
$____
|
Switzerland
|
All
|
____
|
$____
|
|
Iceland
|
All
|
____
|
$____
|
Taiwan
|
All
|
____
|
$____
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|
India
|
All
|
____
|
$____
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Thailand
|
All
|
____
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$____
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|
Indonesia
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All
|
____
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$____
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Togo
|
All
|
____
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$____
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Ireland
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All
|
____
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$____
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Tunisia
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All
|
____
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$____
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Israel
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All
|
____
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$____
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Turkey
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All
|
____
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$____
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Italy
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All
|
____
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$____
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UAE
|
All
|
____
|
$____
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Ivory Coast
|
All
|
____
|
$____
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United Kingdom
|
All
|
____
|
$____
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|
Japan
|
All
|
____
|
$____
|
Ukraine
|
All
|
____
|
$____
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|
Jordan
|
All
|
____
|
$____
|
Uruguay
|
All
|
____
|
$____
|
|
Kazakhstan
|
All
|
____
|
$____
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Venezuela
|
All
|
____
|
$____
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|
Kenya
|
All
|
____
|
$____
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Vietnam
|
All
|
____
|
$____
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|
Kuwait
|
All
|
____
|
$____
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Zambia
|
All
|
____
|
$____
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Latvia
|
Equities
|
____
|
$____
|
Zimbabwe
|
All
|
________
|
$____
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*Safekeeping and transaction fees are assessed on security and currency transactions.
Advisor's Signature below acknowledges approval of the four (4) pages of fee schedules on this Exhibit R.
Nationwide Fund Advisors
By:__Pamela M. Pesta_______________________
Printed Named: /s/ Xxxxxx X. Pesta___________________________
Title: VP, Supply Management Services_______________ Date:__July 28, 2017__________________