TO THE CUSTODY AGREEMENT
TIDAL ETF TRUST 485BPOS
Exhibit 99.(g)(i)(20)
TWENTIETH AMENDMENT
TO THE CUSTODY AGREEMENT
THIS TWENTIETH AMENDMENT effective as of the last date in the signature block, to the Custody Agreement (the “Agreement”) dated as of December 21, 2018, as amended, is entered into by and between TIDAL ETF TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to update Exhibit B to add the Subversive Cannabis ETF and to update the name of the Unlimited Hedge Industry Tracker ETF to the Unlimited HFND Multi-Strategy Return Tracker ETF; and
WHEREAS, the parties desire to amend the fee schedule set forth on Amended Exhibit C to the Agreement; and
WHEREAS, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of Trustees of the Trust.
NOW, THEREFORE, the parties agree as follows:
| 1. | Amended Exhibit B of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit B attached hereto. |
| 2. | Amended Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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 Twentieth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.
| TIDAL ETF TRUST | U.S. BANK NATIONAL ASSOCIATION | ||||
| By: | /s/ Xxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxx | ||
| Name: | Xxxx Xxxxxxx | Name: | Xxxxxxx Xxxxxx | ||
| Title: | President | Title: | SVP | ||
| Date: | 11/8/2022 | Date: | 11/10/2022 | ||
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Amended Exhibit B to the Custody Agreement
Separate Series of Tidal ETF Trust
SoFi Select 500 ETF
SoFi Next 500 ETF
SoFi Social 50 ETF
SoFi Be Your Own Boss ETF
SoFi Weekly Income ETF
SoFi Weekly Dividend ETF
SoFi Web 3 ETF
SoFi Smart Energy ETF
RPAR Risk Parity ETF
UPAR Ultra Risk Parity ETF
SP Funds Dow Xxxxx Global Sukuk ETF
SP Funds S&P 500 Sharia Industry Exclusions ETF
SP Funds S&P Global REIT Sharia ETF
Adasina Social Justice All Cap Global ETF
Leatherback Long/Short Absolute Return ETF
Leatherback Long/Short Alternative Yield ETF
ATAC US Rotation ETF
ATAC Credit Rotation ETF
ATAC Equity Leverage Rotation ETF
Sound Fixed Income ETF
Sound Enhanced Fixed Income ETF
Sound Equity Income ETF
Sound Enhanced Equity Income ETF
Sound Total Return ETF
Acruence Active Hedge U.S. Equity ETF
American Customer Satisfaction ETF
SonicSharesTM Global Shipping ETF
Xxxxxxxx Alternative Yield Pre-Merger SPAC ETF
XXXX Buy and Xxxxx ETF
FolioBeyond Rising Rates ETF
Home Appreciation U.S. REIT ETF
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Elevate Shares 2X Daily Blockchain ETF
Elevate Shares 2X Daily METV ETF
Elevate Shares 2X Daily XXXX ETF
Newday Ocean Health ETF
Newday Diversity, Equity & Inclusion ETF
Newday Sustainable Development Equity ETF
Ionic Inflation Protection ETF
Constrained Capital ESG Orphans ETF
Constrained Capital ESG Orphans Daily Inverse ETF
Aztlan Global Stock Selection XX XXXX ETF
Unlimited HFND Multi-Strategy Return Tracker ETF
Noble Absolute Return ETF
God Bless America ETF
Subversive Cannabis ETF
Name of Series for Appendix C-2
Gotham Enhanced 500 ETF
Gotham 1000 Value ETF
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Amended Exhibit C to the Custody Agreement- Tidal ETF Trust
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 | ||
| Funds 1-5 | $3,000 | 0.40 bp | |
| Funds 6+ | $2,000 | ||
See Appendix C for Services and Associated 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 the percent on AUM.
Additional services not included herein 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 derivatives 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).
All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly
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APPENDIX C
Custody Services in addition to the Base Fee
Portfolio Transaction Fees1
| ■ | $4.00 – Book entry DTC transaction, Federal Reserve transaction, principal paydown |
| ■ | $7.00 – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction |
| ■ | $8.00 – Option/SWAPS/future contract written, exercised or expired |
| ■ | $15.00 – Mutual fund trade, Margin Variation Wire and outbound Fed wire |
| ■ | $50.00 – Physical security transaction |
| ■ | $5.00 – Check disbursement (waived if U.S. Bancorp is Administrator) |
| ■ | $20 Manual instructions fee. (Additional Per Securities and Cash Transactions) |
| ■ | $20 Cancellation/Repair fee. (Additional Per Securities and Cash Transactions) |
| ■ | $6.5 Per Non-USD wire. |
| ■ | $30 Per Non-FX Executed at U.S. Bank |
| ■ | $25 Monthly charge on zero valued securities (Per ISIN) |
| ■ | $20 Per Proxy Vote cast. |
| ■ | $25 Dormant account fee (one year no activity) |
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
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.
Securities Lending and Money Market Deposit Account (MMDA)
| ■ | Coordinated by USBFS 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. |
| ■ | $600 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 $3,000. |
| ■ | 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 |
| ■ | Third Party lending - Additional fees will apply |
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APPENDIX C-1
Portfolio Transaction Fees
The following applies where Toroso Investments, LLC acts as Adviser to the Gotham ETFs (only) in the Tidal ETF Trust as listed on Exhibit A
$
4.00 – Book entry DTC transaction, Federal Reserve transaction, principal paydown
- WAIVED
$ 7.00 – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
$ 8.00 – Option/SWAPS/future contract written, exercised or expired
$15.00 – Mutual fund trade, Margin Variation Wire and outbound Fed wire
$50.00 – Physical security transaction
$ 5.00 – 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.
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APPENDIX D
Additional Global Sub-Custodial Services Annual Fee Schedule
Global Custody Base Fee
A monthly base fee of $500 per fund will apply when foreign securities are held. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply. 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 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)
Global Custody Tax Reclamation Services:
| ■ | Global Filing: $500 per annum |
| ■ | U.S. Domestic Filing: $250 per annum (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, 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. |
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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Additional Global Sub-Custodial Services Annual Fee Schedule
| Country | Safekeeping
(BPS) |
Transaction
fee |
Country | Safekeeping (BPS) |
Transaction
fee |
Country | Safekeeping (BPS) |
Transaction
fee | ||
| Argentina | 18.00 | $30 | Hong Kong | 1.75 | $18 | Poland | 8.00 | $25 | ||
| Australia | 1.50 | $15 | Hungary | 18.00 | $55 | Portugal | 3.00 | $10 | ||
| Austria | 1.70 | $12 | Iceland | 15.00 | $48 | Qatar | 38.00 | $115 | ||
| Bahrain | 42.00 | $115 | India | 7.00 | $40 | Romania | 30.00 | $85 | ||
| Bangladesh | 18.00 | $110 | Indonesia | 6.00 | $52 | Russia | 12.00 | $175 | ||
| Belgium | 1.00 | $8 | Ireland | 1.00 | $3 | Saudi Arabia | 30.00 | $75 | ||
| Bermuda | 15.00 | $55 | Israel | 10.00 | $26 | Serbia | 60.00 | $165 | ||
| Botswana | 24.00 | $45 | Italy | 1.00 | $10 | Singapore | 1.35 | $22 | ||
| Brazil | 7.00 | $15 | Japan | 1.00 | $6 | Slovakia | 20.00 | $90 | ||
| Bulgaria | 24.00 | $68 | Jordan | 40.00 | $125 | Slovenia | 20.00 | $90 | ||
| Canada | 1.20 | $6 | Kenya | 28.00 | $42 | South Africa | 1.75 | $12 | ||
| Chile | 13.00 | $40 | Kuwait | 38.00 | $110 | South Korea | 3.00 | $12 | ||
| China Connect | 18.00 | $20 | Latvia | 15.00 | $65 | Spain | 1.00 | $10 | ||
| China (B Shares) | 10.00 | $42 | Lithuania | 15.00 | $45 | Sri Lanka | 11.00 | $70 | ||
| Colombia | 30.00 | $50 | Luxembourg | 1.25 | $20 | Sweden | 1.25 | $10 | ||
| Costa Rica | 15.00 | $55 | Malaysia | 3.00 | $35 | Switzerland | 1.25 | $12 | ||
| Croatia | 18.00 | $55 | Malta | 20.00 | 65 | Taiwan | 8.00 | $43 | ||
| Cyprus | 4.00 | $20 | Mauritius | 28.00 | $90 | Tanzania | 45.00 | $150 | ||
| Czech Republic | 12.00 | $25 | Mexico | 2.50 | $12 | Thailand | 3.00 | $25 | ||
| Denmark | 1.25 | $10 | Morocco | 28.00 | $68 | Tunisia | 38.00 | $42 | ||
| Egypt | 18.00 | $50 | Namibia | 30.00 | $45 | Turkey | 9.00 | $12 | ||
| Estonia | 6.00 | $25 | Netherlands | 1.25 | $8 | UAE | 35.00 | $105 | ||
| Eswatini | 28.00 | $55 | New Zealand | 1.50 | $22 | Uganda | 40.00 | $90 | ||
| Euroclear (Eurobonds) |
1.00
|
$10
|
Nigeria | 28.00 | $38 | Ukraine | 30.00 | $50 | ||
| Euroclear (Non-Eurobonds) |
Rates are available upon request | Rates are available upon request | Norway | 1.25 | $10 | United Kingdom | 1.00 | $3 | ||
| Finland | 1.50 | $10 | Oman | 42.00 | $100 | Uruguay | 45.00 | $55 | ||
| France | 1.00 | $8 | Pakistan | 24.00 | $75 | Vietnam | 20.00 | $80 | ||
| Germany | 1.00 | $8 | Panama | 65.00 | $98 | West African Economic Monetary Union (WAEMU)* | 38.00 | $130 | ||
| Ghana | 25.00 | $40 | Peru | 30.00 | $60 | Zambia | 28.00 | $45 | ||
| Greece | 4.00 | $20 | Philippines | 3.50 | $38 | Zimbabwe | 28.00 | $45 |
*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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