EX-99.(H)(III)(M)(2) 7 ta_agrmt.htm AMENDED TRANSFER AGENT AGREEMENT



AMENDMENT TO THE
ETF SERIES SOLUTIONS
TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT effective as of the 27th day of April, 2017, to the Transfer Agent 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 add funds; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend Exhibit M of the Agreement to add the Brand Value ETF and the Reverse Cap Weighted U.S. ETF to the ETF Series Solutions as follows:

Exhibit M is hereby superseded and replaced with Amended Exhibit M
attached hereto.

This amendment will become effective upon the commencement of operations of the Brand Value ETF and the Reverse Cap Weighted U.S. 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. BANCORP FUND SERVICES, LLC
   
   
By:  /s/ Michael D. Barolsky
By:  /s/ Michael L. Ceccato
Name:  Michael D. Barolsky
Name:  Michael L. Ceccato
Title:    Vice President and Secretary
Title:    Senior Vice President

1

 
Amended Exhibit M to the ETF Series Solutions Transfer Agent Servicing Agreement

Name of Series
American Customer Satisfaction Index ETF
Brand Value ETF
Reverse Cap Weighted U.S. ETF

The following reflects the greater of the basis point fee or annual minimum for Accounting, Administration, Transfer Agent, Custody and Distribution for funds listed on this Amended Exhibit M at April, 2017.


Administration,
Accounting, TA
Basis Points on AUM
Annual Minimum per Fund1
First $[ ]
Next $[ ]
Next $[ ]
Balance
Funds 1-4
$[ ]
Funds 5-8
$[ ]
Fund 9 and
above
$[ ]
6
5
4
3


 
Custody
Basis Points on AUM
Annual Minimum per Fund1
First $[ ]
Balance
$[ ]
 
0.75
0.50


 
Distribution
Basis Points on AUM
Annual Minimum per Fund1
1.00
$[ ]
 


See following pages for Services and Associate Fees in addition to Base Fee
See following pages for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee

See following pages for OPTIONAL Supplemental Services and Associated Fees
See separate Distribution Agreement for additional fees

1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly


2

 
Amended Exhibit M to the ETF Series Solutions Transfer Agent Servicing  Agreement


Accounting, Administration, Transfer Agent & Account Services in addition to the Base Fee1

Pricing Services
For daily pricing of each securities (estimated 252 pricing days annually)
§
$[ ] - Domestic Equities, Options, ADRs, Foreign Equities
§
$[ ] - Domestic Corporates, Convertibles, Governments, Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed
§
$[ ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield
§
$[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
§
$[ ] - Bank Loans
§
$[ ] - Swaptions
§
$[ ] - Credit Default Swaps
§
$[ ] per Month Manual Security Pricing (>25 per day)
 
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
§
$[ ] per Foreign Equity Security per Month
§
$[ ] per Domestic Equity Security per Month
§
$[ ] per CMO’s, Asset Backed, Mortgage Backed Security per month

ESS Trust Chief Compliance Officer Annual Fee (subject to board approval)
§
$[ ] for the first fund
§
$[ ] for each additional fund
§
$[ ] per sub-advisor per fund

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
§
$[ ] per security per month

Website Data Charges
§
$[ ] per trust per month

Section 15(c) Reporting
Add the following for fund administration services and data charges necessary to compile SEC required “peer reporting” information.
§
$[ ] per fund per report

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)
§
$[ ] first fund
§
$[ ] each additional fund up to 5 funds
§
Fees negotiated for funds 6+
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, EDGAR/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, tax 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
 

3


Amended Exhibit M to the ETF Series Solutions Transfer Agent Servicing Agreement
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance*
Daily Compliance Services
§
Base fee – $[ ] per fund per year
§
Setup – $[ ] per fund group
Section 18 Daily Compliance Testing (for derivatives and leverage)
§
$[ ] set up fee per fund complex
§
$[ ] per fund per month
Customized Benchmarking
§
Negotiated based upon specific requirements
Outbound Calling & Marketing Campaigns
§
Cost based on project requirements

*Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
4


Amended Exhibit M to the ETF Series Solutions Transfer Agent Servicing Agreement

Domestic Custody Services in addition to the Base Fee1

Portfolio Transaction Fees2
§
$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown
§
$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
§
$[ ] – Option/SWAPS/future contract written, exercised or expired
§
$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire
§
$[ ] – Physical security transaction
§
$[ ] – Check disbursement (waived if U.S. Bancorp is Administrator)

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.
§
$[ ] per Sub Advisor or Segregated custody account per year
§
No charge for the initial conversion free receipt.
§
Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place.

1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
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.
5


Amended Exhibit M to the ETF Series Solutions Transfer Agent Servicing Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee
A monthly base fee 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.
Plus:
Global Custody Transaction Fees1
Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)
§
A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
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
§
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.
§
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.
§
SWIFT reporting and message fees.

1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
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.”
6


Amended Exhibit M to the ETF Series Solutions Transfer Agent Servicing
Agreement - Additional Global Sub-Custodial Services Annual Fee Schedule
Country
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
____
$____
China
All
____
$____
 
Pakistan
All
____
$____
Columbia
All
____
$____
 
Peru
All
____
$____
Costa Rica
All
____
$____
 
Phillipines
All
____
$____
Croatia
All
____
$____
 
Poland
All
____
$____
Cyprus
All
____
$____
 
Portugal
All
____
$____
Czech Republic
All
____
$____
 
Qatar
All
____
$____
Denmark
All
____
$____
 
Romania
All
____
$____
Ecuador
All
____
$____
 
Russia
Equities
____
$____
Egypt
All
____
$____
 
Senegal
All
____
$____
Estonia
All
____
$____
 
Singapore
All
____
$____
Euromarkets**
All
____
$____
 
Slovak Republic
All
____
$____
Finland
All
____
$____
 
Slovenia
All
____
$____
France
All
____
$____
 
South Africa
All
____
$____
Germany
All
____
$____
 
South Korea
All
____
$____
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
____
$____
India
All
____
$____
 
Thailand
All
____
$____
Indonesia
All
____
$____
 
Togo
All
____
$____
Ireland
All
____
$____
 
Tunisia
All
____
$____
Israel
All
____
$____
 
Turkey
All
____
$____
Italy
All
____
$____
 
UAE
All
____
$____
Ivory Coast
All
____
$____
 
United Kingdom
All
____
$____
Japan
All
____
$____
 
Ukraine
All
____
$____
Jordan
All
____
$____
 
Uruguay
All
____
$____
Kazakhstan
All
____
$____
 
Venezuela
All
____
$____
Kenya
All
____
$____
 
Vietnam
All
____
$____
Kuwait
All
____
$____
 
Zambia
All
____
$____
Latvia
Equities
____
$____
 
Zimbabwe
All
________
$____

*Safekeeping and transaction fees are assessed on security and currency transactions.

 
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