AMENDMENT TO THE ETF SERIES SOLUTIONS FUND ADMINISTRATION SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT effective as of the 13th day of July, 2017, 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 have entered into the Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add funds and fees; and
WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree to amend the Agreement and add the following series of ETF Series Solutions:
Exhibit T, the Change Finance Diversified Impact U.S. Large Cap Fossil Fuel Free ETF, is hereby added and attached hereto.
This amendment will become effective upon the commencement of operations of the Change Finance Diversified Impact U.S. Large Cap Fossil Fuel Free 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/ 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: President
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1
Exhibit T to the ETF Series Solutions Fund Administration Servicing Agreement -
Change Finance Diversified Impact U.S. Large Cap Fossil Fuel Free ETF
Base Fee for Accounting, Administration, and Transfer Agent Services
The following reflects the greater of the basis point fee or annual minimum1 for Funds in the ETF Series Solutions (ESS) Trust where Change Finance acts as Adviser to the Fund.2
Annual Minimum per Fund
Funds 1-5 $[ ]
Funds 6-10 $[ ]
Funds 11+ $[ ]
Basis Points on Trust AUM
First $250m [ ] bps
Next $250m [ ] bps
Next $500m [ ] bps
Balance [ ] bps
Year 1Step2 In Fees per Fund for Administration/Accounting/Transfer Agent annual minimum1
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Q1 Year 1
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25% of
annual
minimum1
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Q2 Year 1
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50% of
annual
minimum1
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Q3 Year 1
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150% of
annual
minimum1
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Q4 Year 1
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175% of
annual
minimum1
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Month 1
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$[ ]
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Month 4
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$[ ]
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Month 7
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$[ ]
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Month 10
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$[ ]
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Month 2
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$[ ]
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Month 5
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$[ ]
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Month 8
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$[ ]
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Month 11
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$[ ]
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Month 3
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$[ ]
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Month 6
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$[ ]
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Month 9
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$[ ]
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Month 12
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$[ ]
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See APPENDIX A for Services and Associated Fees in addition to the Base Fee
See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees
1 Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on percent on AUM.
2 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
Advisor’s Signature below acknowledges approval of the schedules on this Exhibit T.
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Change Finance, PBC
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By: /s/ Dorrit Lowsen
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Printed Name: Dorrit Lowsen
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Title: Chief Operating Officer
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Date: 9/27/2017
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2
APPENDIX A
Accounting, Administration, TA Services in addition to the Base Fee1
Pricing Services
For daily pricing of each securities (estimated 252 pricing days annually)
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$[ ] - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards
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$[ ] - Domestic Corporates, Convertibles, Governments, Agencies, Currency Rates, Mortgage Backed
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$[ ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield
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$[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
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$[ ] - Bank Loans
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$[ ] - Swaptions
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$[ ] - Credit Default Swaps
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$[ ] per Month Manual Security Pricing (>25 per day)
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NOTE: Prices are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
Fee for IDC data used to monitor corporate actions
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$[ ] per Foreign Equity Security per Month
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$[ ] per Domestic Equity Security per Month
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$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month
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ESS Trust Chief Compliance Officer Annual Fee (subject to board approval)
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$[ ] for the first fund
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$[ ] for each additional fund
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$[ ] per sub-advisor per fund
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Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
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$[ ] 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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$[ ] per fund per report
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Ongoing Annual Legal Administration Services
Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements: (Final Fee(s) subject to USBFS legal team review and approval)
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$[ ] 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 Fees are calculated pro rata and billed monthly
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APPENDIX B
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance
Outbound Calling & Marketing Campaigns
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Cost based on project requirements
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