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 the ClearShares Piton Intermediate Fixed Income Fund; 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 add the following series of ETF Series Solutions:
The ClearShares Piton Intermediate Fixed Income Fund is hereby added to Exhibit S attached hereto.
This amendment will become effective upon the commencement of operations of the ClearShares Piton Intermediate Fixed Income Fund. 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.
| ETF SERIES SOLUTIONS | U.S. BANK, N.A. | |||||||
| By: /s/ Xxxxxxx X. Xxxxxxxx | By: /s/ Xxxxxxx X. Xxxxxxx | |||||||
Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxxxxx X. Xxxxxxx | |||||||
Title: Senior Vice President and Secretary | Title: Senior Vice President | |||||||
Exhibit S to the ETF Series Solutions Custody Agreement
Name of Series
ClearShares OCIO ETF
ClearShares Ultra-Short Maturity ETF
ClearShares Piton Intermediate Fixed Income Fund
Base Fee for Domestic Custody Services
The following reflects the greater of the basis point fee or annual minimum1 for ClearShares LLC advised series of ETF Series Solutions.2
Annual Minimum per Fund
Funds 1-10 $[ ]
Funds 11-20 $[ ]
Funds 21+ $[ ]
Basis Points on Trust AUM
First $500m [ ] bp
Next $500m [ ] bp
Balance [ ] bp
See APPENDIX C for Services and Associate Fees in addition to Base Fee
See APPENDIX D for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
1 Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on percent on AUM.
2 Subject to annual CPI increase - All Urban Consumers - U.S. City Average. Fees are calculated pro rata and billed monthly
APPENDIX C
Domestic Custody Services in addition to the Base Fee1
Portfolio Transaction Fees2
•$[ ] – 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 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.
1
ClearShares
APPENDIX D
Additional Global Sub-Custodial Services Annual Fee Schedule
Base Fee
A monthly fee per ETF (fund) will apply based on the below-
•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 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.”
2
ClearShares
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 Republi | 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 | ____ | $____ | |||||||||||||||||||
3
ClearShares
| Kazakhstan | All | ____ | $____ | Venezuela | All | ____ | $____ | |||||||||||||||||||
| Kenya | All | ____ | $____ | Vietnam | All | ____ | $____ | |||||||||||||||||||
| Kuwait | All | ____ | $____ | Zambia | All | ____ | $____ | |||||||||||||||||||
| Latvia | Equities | ____ | $____ | Zimbabwe | All | ________ | $____ | |||||||||||||||||||
*Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
**Tiered by market value: <$5billion and >$10billion: [ ] bps; >$10billion: [ ] bps
**Euromarkets – Non-eurobonds: Surcharges vary by local market.
* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo and Benin.
*Safekeeping and transaction fees are assessed on security and currency transactions.
4
ClearShares
