AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT 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 a fund 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 and exhibit and add the following series of ETF Series Solutions:
Exhibit G, the NETLease Corporate Real Estate ETF, is hereby added with amended Exhibit G attached hereto.
This amendment will become effective upon the
commencement of operations of the NETLease Corporate Real Estate 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 last written below.
U.S. BANK N.A.
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||||||||
By:
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/s/ Xxxxxxx X. Xxxxxxxx
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By:
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/s/ Xxxxx X. Xxxxxxxxx
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|||||
Name:
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Xxxxxxx X. Xxxxxxxx
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Name:
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Xxxxx X. Xxxxxxxxx
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|||||
Title:
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Vice President and Secretary
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Title:
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Senior VP
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|||||
Date:
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3/12/19
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Date:
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3/13/19
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1
Exhibit G to the ETF Series Solutions Custody Agreement
Exchange Traded Concepts, LLC
NETLease Corporate Real Estate ETF
The following reflects the greater of
the basis point fee or annual minimum1 where Exchange Traded Concepts acts as Adviser to a Fundamental Income
Strategies fund in ETF Series Solutions (ESS).
Annual Minimum per Fund2
|
Basis Points on Trust AUM2
|
|
$[ ]
|
First $1b
|
[ ] bp
|
Balance
|
[ ] bp
|
See APPENDIX A for Services and
Associated Fees in addition to Base Fee
See APPENDIX B for Global Sub-Custodial Services &
Safekeeping Services in addition to the Base Fee
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 the percent on AUM.
Once a Fund is operational, should “The Adviser” terminate this service agreement with USBFS prior to the end of the initial two-year period,
“The Advisor” will be responsible for the balance of the minimum fees for the remainder of the service agreement’s 12-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if “The Advisor” launched a Fund on
March 1, 2019 and terminated the relationship on June 30, 2020, “The Adviser” would owe would owe USBFS up to 50% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody + $[ ] Distributor).
In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations
require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
2 Subject
to annual CPI increase – All Urban Consumers – U.S. City Average.
Fees are calculated pro rata and billed monthly
2
APPENDIX A
Domestic Custody Services in addition to the Base Fee
Portfolio Transaction Fees1
§
|
$[ ] – 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. Bank
Global Fund Services is Administrator)
|
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Securities Lending and Money Market Deposit Account (MMDA)
§
|
Coordinated by U.S. Bank Global Fund Services per Board of Trustee approval – Negotiable
|
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the
safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.
Additional Services
§
|
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
|
§
|
$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
|
§
|
Class Action Services – $[ ] filing fee per class
action per account, plus 2% of gross proceeds, up to a maximum per recovery not to exceed $[ ].
|
§
|
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
|
Fees are calculated pro rata and billed monthly
In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional
work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
1 “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.
0
XXXXXXXX X
Additional Global Sub-Custodial Services Annual Fee Schedule
Base Fee
A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base
charge will not apply for that month.
§
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1 – 25 foreign securities – $[ ]
|
§
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26 – 50 foreign securities – $[ ]
|
§
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Over 50 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.
|
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
Miscellaneous Expenses
§
|
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim.
|
§
|
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, negative interest charges, overdraft charges 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.
|
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
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
|
________
|
$____
|
Adviser’s Signature below acknowledges approval of the schedules on this amended Exhibit G.
Exchange Traded Concepts, LLC
|
|||||||||
By:
|
/s/ J. Xxxxxxx Xxxxxxx
|
||||||||
Printed Name:
|
J. Xxxxxxx Xxxxxxx
|
||||||||
Title:
|
CEO
|
||||||||
Date:
|
March 11, 2019
|
5