AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT
Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.
AMENDMENT TO THE
THIS AMENDMENT, effective as of the last date on the signature block, to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), as amended, is entered into by and between LISTED FUNDS TRUST, 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 fee schedule; 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 as follows:
Exhibit 4 is hereby superseded and replaced in its entirety with Exhibit 4 attached hereto.
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 written below.
| LISTED FUNDS TRUST | U.S. BANK N.A. | ||||
By: /s/ Xxxxxxx X. Xxxxxx | By: /s/ Xxxxxxx Xxxxxx | ||||
Name: Xxxxxxx X. Xxxxxx | Name: Xxxxxxx Xxxxxx | ||||
Title: President | Title: Sr. Vice President | ||||
Date: January 12, 2023 | Date: 1/12/2023 | ||||
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EXHIBIT 4
List of Funds and Fee Schedule at November 2020
Name of Series
Overlay Shares Small Cap Equity ETF
Overlay Shares Municipal Bond ETF
Overlay Shares Large Cap Equity ETF
Overlay Shares Foreign Equity ETF
Overlay Shares Core Bond ETF
Overlay Shares Short Term Bond ETF
Overlay Shares Hedged Large Cap Equity ETF
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EXHIBIT 4 (continued) to the Listed Funds Trust Custody Agreement
Fee Schedule at November 2022
Base Fee for Custody Services
The following reflects the greater of the basis point fee or annual minimum¹ where Adviser acts as investment adviser to the fund(s) in the same registered investment company.
Annual Minimum per Fund² Basis Points on Trust AUM²
$ ____ for Funds 1-5 ___ on the first $ 1b
$ ____ for Funds 6+ ___ on the balance
See APPENDIX C for Services and Associated Fees in addition to Base Fee
See Additional 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 this service agreement with U.S. Bank be terminated prior to the end of the initial two-year period, Adviser 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 Adviser launched a Fund on March 1, 2019, and terminated the relationship on June 30, 2020, Adviser would owe U.S. Bank up to 50% of $ 58,000 ($ 45,000 admin/acct/ta + $ 3,000 Custody + $ 10,000 Distributor).
Additional services not included above shall be mutually agreed upon at the time of the service being
added. 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" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).
Fees are calculated pro rata and billed monthly
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APPENDIX C - Custody Services in addition to the Base Fee
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. Bank is Administrator)
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
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 - $ 25 filing fee per class action per account, plus 3% 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.
▪Additional fees will apply - Third Party lending
Fees are calculated pro rata and billed monthly
Additional services not included above shall be mutually agreed upon at the time of the service being added. 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 "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".
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Additional Global Sub-Custodial Services Annual Fee Schedule
| Country | Safekeeping (BPS) | Transaction Fee | Country | Safekeeping (BPS) | Transaction Fee | Country | Safekeeping (BPS) | Transaction Fee | ||||||||||||||||||||||||
| Argentina | ___ | $___ | Hong Kong | ___ | $___ | Poland | ___ | $___ | ||||||||||||||||||||||||
| Australia | ___ | $___ | Hungary | ___ | $___ | Portugal | ___ | $___ | ||||||||||||||||||||||||
| Austria | ___ | $___ | Iceland | ___ | $___ | Qatar | ___ | $___ | ||||||||||||||||||||||||
| Bahrain | ___ | $___ | India | ___ | $___ | Romania | ___ | $___ | ||||||||||||||||||||||||
| Bangladesh | ___ | $___ | Indonesia | ___ | $___ | Russia | ___ | $___ | ||||||||||||||||||||||||
| Belgium | ___ | $___ | Ireland | ___ | $___ | Saudi Arabia | ___ | $___ | ||||||||||||||||||||||||
| Bermuda | ___ | $___ | Israel | ___ | $___ | Serbia | ___ | $___ | ||||||||||||||||||||||||
| Botswana | ___ | $___ | Italy | ___ | $___ | Singapore | ___ | $___ | ||||||||||||||||||||||||
| Brazil | ___ | $___ | Japan | ___ | $___ | Slovakia | ___ | $___ | ||||||||||||||||||||||||
| Bulgaria | ___ | $___ | Jordan | ___ | $___ | Slovenia | ___ | $___ | ||||||||||||||||||||||||
| Canada | ___ | $___ | Kenya | ___ | $___ | South Africa | ___ | $___ | ||||||||||||||||||||||||
| Chile | ___ | $___ | Kuwait | ___ | $___ | South Korea | ___ | $___ | ||||||||||||||||||||||||
| China Connect | ___ | $___ | Latvia | ___ | $___ | Spain | ___ | $___ | ||||||||||||||||||||||||
| China (B Shares) | ___ | $___ | Lithuania | ___ | $___ | Sri Lanka | ___ | $___ | ||||||||||||||||||||||||
| Colombia | ___ | $___ | Luxembourg | ___ | $___ | Sweden | ___ | $___ | ||||||||||||||||||||||||
| Costa Rica | ___ | $___ | Malaysia | ___ | $___ | Switzerland | ___ | $___ | ||||||||||||||||||||||||
| Croatia | ___ | $___ | Malta | ___ | $___ | Tanzania | ___ | $___ | ||||||||||||||||||||||||
| Cyprus | ___ | $___ | Mauritius | ___ | $___ | Taiwan | ___ | $___ | ||||||||||||||||||||||||
| Czech Republic | ___ | $___ | Mexico | ___ | $___ | Thailand | ___ | $___ | ||||||||||||||||||||||||
| Denmark | ___ | $___ | Morocco | ___ | $___ | Tunisia | ___ | $___ | ||||||||||||||||||||||||
| Egypt | ___ | $___ | Namibia | ___ | $___ | Turkey | ___ | $___ | ||||||||||||||||||||||||
| Estonia | ___ | $___ | Netherlands | ___ | $___ | UAE | ___ | $___ | ||||||||||||||||||||||||
| Eswatini | ___ | $___ | New Zealand | ___ | $___ | Uganda | ___ | $___ | ||||||||||||||||||||||||
| Euroclear (Eurobonds) | ___ | $___ | Nigeria | ___ | $___ | Ukraine | ___ | $___ | ||||||||||||||||||||||||
| Euroclear (Non-Eurobonds) | ___ | $___ | Norway | ___ | $___ | United Kingdom | ___ | $___ | ||||||||||||||||||||||||
| Finland | ___ | $___ | Oman | ___ | $___ | Uruguay | ___ | $___ | ||||||||||||||||||||||||
| France | ___ | $___ | Pakistan | ___ | $___ | Vietnam | ___ | $___ | ||||||||||||||||||||||||
| Germany | ___ | $___ | Panama | ___ | $___ | West African Economic Monetary Union (WAEMU)* | ___ | $___ | ||||||||||||||||||||||||
| Ghana | ___ | $___ | Peru | ___ | $___ | Zambia | ___ | $___ | ||||||||||||||||||||||||
| Greece | ___ | $___ | Philippines | ___ | $___ | Zimbabwe | ___ | $___ | ||||||||||||||||||||||||
*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.
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Global Custody Base Fee
$____ monthly base fee of per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. "Safekeeping and transaction fees are assessed on security and currency transactions."
Plus: Global Custody Transaction Fees¹
Global Custody transaction fees associate with Sponsor Trades². (See schedule above)
▪A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
Global Safekeeping and Transaction Fees
(See schedule above)
Global Custody Tax Services:
▪$____ per annum - Global Filing
▪$____ per annum - U.S. Domestic Filing (Only ADRs)
▪Any client who does not elect for tax services (and does them themselves, would be charged an out of pocket expense per the normal process).
Miscellaneous Expenses
▪Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim 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.
▪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.
Fees are calculated pro rata and billed monthly
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".
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