AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY AGREEMENT
THIS AMENDMENT, dated as of the 23rd day of July, 2018, 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 to the Agreement desire to amend the Agreement to add the Xxxxxx China BioPharma ETF in the manner set forth herein; 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 current exhibits and to add the following series of ETF Series Solutions:
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
Exhibit D is hereby superseded and replaced with Exhibit D attached hereto.
This amendment will become effective upon the commencement of operations of the Xxxxxx China BioPharma 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.
U.S. BANK N.A.
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By: /s/ Xxxxxxx X. Xxxxxxxx
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By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President and Secretary
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Title: Senior VP 7/24/18
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Xxxxxx
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1
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Exhibit D to the ETF Series Solutions Custody Agreement
Name of Series
Xxxxxx Cancer Immunotherapy ETF
Xxxxxx China BioPharma ETF
Base Fees for Accounting, Administration, Transfer Agent, Custody and Quasar Services at August, 2015
The following reflects the greater of the basis point fee or annual minimum for administration, accounting, transfer agent, custody and distribution for the funds listed on this Exhibit D
Basis Points on AUM for Funds Listed on Exhibit M
|
Annual Minimum per Fund1
|
|||
First $250m
|
Next $250m
|
Next $500m
|
Balance
|
$[ ]
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
See the following pages for Services and Associated Fees in addition to the Base Fees
See the following pages for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
See the following pages for OPTIONAL Supplemental Services and Associated Fees
Breakdown per Service Line
Admin/Accounting/TA
|
Basis Points on AUM for Funds Listed on this Exhibit M
|
Annual Minimum per Fund1
|
|||
First $250m
|
Next $250m
|
Next $500m
|
Balance
|
$[ ]
|
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
Year 1 Step2 In Fees per Fund for Administration/Accounting/Transfer Agent annual minimum1
Q1
Year 1
|
25% of
annual
min./month1
|
Q2
Year 1
|
50% of
annual
min./month1
|
Q3
Year 1
|
150% of
annual
min./month1
|
Q4
Year 1
|
175% of
annual
min./month1
|
Month 1
|
$[ ]
|
Month 4
|
$[ ]
|
Month 7
|
$[ ]
|
Month 10
|
$[ ]
|
Month 2
|
$[ ]
|
Month 5
|
$[ ]
|
Month 8
|
$[ ]
|
Month 11
|
$[ ]
|
Month 3
|
$[ ]
|
Month 6
|
$[ ]
|
Month 9
|
$[ ]
|
Month 12
|
$[ ]
|
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
2 Step in Fees do not include custody annual minimums, Quasar annual minimums, global custody fees or any out of pocket expenses such as daily pricing, corporate actions, CCO, domestic and global custody transaction charges, FINRA review charges via Quasar etc.
Custody
|
Basis Points on AUM for Funds Listed on this Exhibit M
|
Annual Minimum per Fund1
|
|
First $1b
|
Balance
|
$[ ]
|
|
[ ]
|
[ ]
|
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
Xxxxxx
|
2
|
|
Exhibit D (continued) to the ETF Series Solutions Custody Agreement
Accounting, Administration, Transfer Agent & Account Services in addition to the Base Fee1
Fee Schedule at August, 2015
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
|
Third Party Data Charges (descriptive data for analytics, reporting and compliance)
§
|
$[ ] per 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
|
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
|
SEC Modernization Requirements
§
|
Form N-PORT – $[ ] per year, per Fund
|
§
|
Form N-CEN – $[ ] per year, per Fund
|
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)
§
|
$[ ] minimum first fund
|
§
|
$[ ] minimum each additional fund
|
Out-Of-Pocket 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, 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
Xxxxxx
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3
|
|
Exhibit D (continued) to the ETF Series Solutions Custody Agreement
Fee Schedule at August, 2015
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by USBFS upon client request)
Daily Compliance Services
§
|
Base fee – $[ ] per fund per year
|
§
|
Setup – $[ ] per fund group
|
Fair Value Services (Charged at the Complex Level)
§
|
$[ ] per security on the First 100 Securities
|
§
|
$[ ] per security on the Balance of Securities
|
Customized Benchmarking
§
|
Negotiated based upon specific requirements
|
USBFS Outbound Marketing Services
§
|
Cost based on project requirements
|
Domestic Custody Services in addition to the Base Fee1
Fee Schedule at August, 2015
Portfolio Transaction Fees2
§
|
$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown
|
§
|
$[ ] – 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 receipt.
|
§
|
Overdrafts – charged to the account at prime interest rate plus 2% unless a line of credit is in place.
|
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, SWIFT charges and extraordinary expenses based upon complexity.
Additional Services
Additional fees apply for global servicing.
§
|
Sub Advised Funds - $[ ] per custody account per year
|
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.
Xxxxxx
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4
|
|
Exhibit D (continued) to the ETF Series Solutions Custody Agreement
Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee1
Fees at August, 2015
Annual Base Fee1 – 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.
|
Out-Of-Pocket Expenses – Including but not limited to:
§
|
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for 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 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.
|
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.
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.”
Xxxxxx
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5
|
|
Exhibit D (continued) to the ETF Series Solutions Custody Agreement
Additional Global Sub-Custodial Services Annual Fee Schedule at August, 2015
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.
Adviser’s signature not needed as fees are not changing; only adding additional fund to Exhibit X.