EX-99.(G)(I)(C) 6 custody_agrmt.htm EXHIBIT F AND EXHIBIT G TO CUSTODY AGREEMENT custody_agrmt.htm
 
AMENDMENT TO THE
ETF SERIES SOLUTIONS
CUSTODY AGREEMENT


THIS AMENDMENT dated as of the 31st day of July, 2014, 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 funds; 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 exhibits and add the following series of ETF Series Solutions:
 
Exhibit F, the Deep Value ETF, is hereby added and attached hereto.
 
Exhibit G, the Falah Russell-Ideal Ratings U.S. Large Cap ETF, is hereby added and attached hereto.


This amendment will become effective upon the commencement of operations of each of the Deep Value ETF and the Falah Russell-Ideal Ratings U.S. Large Cap 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.
 
 
ETF SERIES SOLUTIONS    U.S. BANK, N.A.
   
   
By: /s/ Michael D. Barolsky                     By: /s/ Michael L. Ceccato                          
   
Name: Michael D. Barolsky     Name: Michael L. Ceccato
   
Title: Secretary  Title: Vice President
 

 
 
 

Exhibit F to the
ETF Series Solutions Custody Agreement

Name of Series
 
Deep Value ETF
 

Base Fee for Domestic Custody Services at July, 2014
 
 
The following reflects the greater of the basis point fee or minimum per fund-

Domestic
Custody
Basis Points on AUM
Annual Minimum per Fund
[---]
$[---]

Note: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy

The Following Fees are in Addition to the Base Fee-

Portfolio Transaction Fees
§  
$[---] – Book entry DTC transaction/Federal Reserve transaction/principal pay down
§  
$[---] - Short Sales
§  
$[---] –  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 receipts
§  
Overdrafts – charged to the account at prime interest rate plus 2.


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, and extraordinary expenses based upon complexity.


*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
 
 
 
2
 

Exhibit F (continued) to the ETF Series Solutions Custody Agreement - Global Sub-Custodial Services Annual Fee Schedule at July, 2014

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Argentina
All
13.0
$__
Australia
All
1.00
$__
Austria
All
2.00
$__
Bahrain
All
44.0
$__
Bangladesh
All
35.0
$__
Belgium
All
1.50
$__
Benin
All
35.0
$__
Bermuda
All
13.0
$__
Botswana
All
22.0
$__
Brazil
All
8.00
$__
Bulgaria
All
35.0
$__
Burkina Faso
All
35.0
$__
Canada
All
1.00
$__
Cayman Islands*
All
1.00
$__
Channel Islands*
All
1.50
$__
Chile
All
18.0
$__
China“A” Shares
All
11.0
$__
China “B” Shares
All
11.0
$__
Columbia
All
35.0
$__
Costa Rica
All
13.0
$__
Croatia
All
31.0
$__
Czech Republic
All
11.0
$__
Denmark
All
2.00
$__
Ecuador
All
31.0
$__
Egypt
All
28.0
$__

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Estonia
All
6.00
$__
Euromarkets**
All
1.00
$__
Finland
All
2.50
$__
France
All
1.00
$__
Germany
All
1.00
$__
Ghana
All
22.00
$__
Greece
All
8.00
$__
Guinea Bissau
All
44.0
$__
Hong Kong
All
2.00
$__
Hungary
All
22.00
$__
Iceland
All
13.00
$__
India
All
9.00
$__
Indonesia
All
6.00
$__
Ireland
All
2.00
$__
Israel
All
11.0
$__
Italy
All
2.00
$__
Ivory Coast
All
35.0
$__
Japan
All
1.00
$__
Jordan
All
35.00
$__
Kazakhstan
All
53.00
$__
Kenya
All
26.00
$__
Latvia
Equities
13.00
$__
Latvia
Bonds
22.00
$__
Lebanon
All
22.00
$__
Lithuania
All
18.00
$__

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Luxembourg
All
4.00
$__
Malaysia
All
3.50
$__
Mali
All
35.0
$___
Malta
All
20.0
$__
Mauritius
All
26.00
$__
Mexico
All
2.00
$__
Morocco
All
31.00
$__
Namibia
All
26.00
$__
Netherlands
All
2.00
$__
 
 
 
3
 
 
 
New Zealand
All
2.50
$__
Niger
All
35.0
$__
Nigeria
All
26.00
$__
Norway
All
2.00
$__
Oman
All
45.00
$__
Pakistan
All
26.00
$__
Peru
All
39.00
$__
Philippines
All
5.00
$__
Poland
All
13.00
$__
Portugal
All
5.50
$__
Qatar
All
40.00
$__
Romania
All
31.00
$__
Russia
Equities
33.00
$__
Russia
MINFINs
13.00
$__
Senegal
All
35.00
$__
Singapore
All
2.00
$__

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Slovak Republic
All
22.00
$__
Slovenia
All
22.00
$__
South Africa
All
2.00
$__
South Korea
All
5.50
$__
Spain
All
1.00
$__
Sri Lanka
All
13.00
$__
Swaziland
All
26.00
$__
Sweden
All
1.00
$__
Switzerland
All
1.00
$__
Taiwan
All
13.00
$__
Thailand
All
3.50
$__
Togo
All
35.00
$__
Tunisia
All
35.00
$__
Turkey
All
11.00
$__
UAE
All
40.00
$__
United Kingdom
All
1.00
$__
Ukraine
All
21.00
$__
Uruguay
All
45.00
$__
Venezuela
All
35.00
$__
Zambia
All
26.00
$__
Zimbabwe
All
26.00
$__
       
       
*Additional customer documentation and indemnification will be required prior to
establishing accounts in these markets.
**Tiered by market value <5 billion: 1 bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps
**Euromarkets – Non-Euromarkets: Surcharges vary by local market


Base Fee - A monthly charge 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.

The Following Fees May be Incurred in Addition to the Base Fee-

Cash Transactions:
§  
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $[---].

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''
 
 
 
4
 
 
§  
Charges incurred by U.S. Bank, N.A.  for local taxes, stamp duties or other local duties and assessments, stock exchange fees, 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.


 
5
 
 
Exhibit G to the
ETF Series Solutions Custody Agreement

Name of Series
Falah Russell-Ideal Ratings U.S. Large Cap ETF



Base Fee for Domestic Custody Services at July, 2014
 
 
The following reflects the greater of the basis point fee or minimum per fund-

 
         Custody
Basis Points on AUM per Fund
Annual Minimum per Fund
$[---]
+$[---]
+$[---]
$[---]
 
   [---]
    [---]
     [---]

Note: MLP Funds pricing may vary from the above annual fees and are TBD per investment strategy

The Following Fees are in Addition to the Base Fee-

Portfolio Transaction Fees
§  
$[---] – Book entry DTC transaction/Federal Reserve transaction/principal pay down
§  
$[---] - Short Sales
§  
$[---] –  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 receipts
§  
Overdrafts – charged to the account at prime interest rate plus 2.


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, and extraordinary expenses based upon complexity.





*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
 
 
 
6
 



Exhibit G (continued) to the ETF Series Solutions Custody Agreement – Global custody fees at July, 2014

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Argentina
All
13.0
$__
Australia
All
1.00
$__
Austria
All
2.00
$__
Bahrain
All
44.0
$__
Bangladesh
All
35.0
$__
Belgium
All
1.50
$__
Benin
All
35.0
$__
Bermuda
All
13.0
$__
Botswana
All
22.0
$__
Brazil
All
8.00
$__
Bulgaria
All
35.0
$__
Burkina Faso
All
35.0
$__
Canada
All
1.00
$__
Cayman Islands*
All
1.00
$__
Channel Islands*
All
1.50
$__
Chile
All
18.0
$__
China“A” Shares
All
11.0
$__
China “B” Shares
All
11.0
$__
Columbia
All
35.0
$__
Costa Rica
All
13.0
$__
Croatia
All
31.0
$__
Czech Republic
All
11.0
$__
Denmark
All
2.00
$__
Ecuador
All
31.0
$__
Egypt
All
28.0
$__

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Estonia
All
6.00
$__
Euromarkets**
All
1.00
$__
Finland
All
2.50
$__
France
All
1.00
$__
Germany
All
1.00
$__
Ghana
All
22.00
$__
Greece
All
8.00
$__
Guinea Bissau
All
44.0
$__
Hong Kong
All
2.00
$__
Hungary
All
22.00
$__
Iceland
All
13.00
$__
India
All
9.00
$__
Indonesia
All
6.00
$__
Ireland
All
2.00
$__
Israel
All
11.0
$__
Italy
All
2.00
$__
Ivory Coast
All
35.0
$__
Japan
All
1.00
$__
Jordan
All
35.00
$__
Kazakhstan
All
53.00
$__
Kenya
All
26.00
$__
Latvia
Equities
13.00
$__
Latvia
Bonds
22.00
$__
Lebanon
All
22.00
$__
Lithuania
All
18.00
$__

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Luxembourg
All
4.00
$__
Malaysia
All
3.50
$__
Mali
All
35.0
$___
Malta
All
20.0
$__
Mauritius
All
26.00
$__
Mexico
All
2.00
$__
Morocco
All
31.00
$__
Namibia
All
26.00
$__
Netherlands
All
2.00
$__
 
 
 
7
 
 
New Zealand
All
2.50
$__
Niger
All
35.0
$__
Nigeria
All
26.00
$__
Norway
All
2.00
$__
Oman
All
45.00
$__
Pakistan
All
26.00
$__
Peru
All
39.00
$__
Philippines
All
5.00
$__
Poland
All
13.00
$__
Portugal
All
5.50
$__
Qatar
All
40.00
$__
Romania
All
31.00
$__
Russia
Equities
33.00
$__
Russia
MINFINs
13.00
$__
Senegal
All
35.00
$__
Singapore
All
2.00
$__

COUNTRY
INSTRUMENT
SAFEKEEPING
(BPS)
TRANSACTION FEE
Slovak Republic
All
22.00
$__
Slovenia
All
22.00
$__
South Africa
All
2.00
$__
South Korea
All
5.50
$__
Spain
All
1.00
$__
Sri Lanka
All
13.00
$__
Swaziland
All
26.00
$__
Sweden
All
1.00
$__
Switzerland
All
1.00
$__
Taiwan
All
13.00
$__
Thailand
All
3.50
$__
Togo
All
35.00
$__
Tunisia
All
35.00
$__
Turkey
All
11.00
$__
UAE
All
40.00
$__
United Kingdom
All
1.00
$__
Ukraine
All
21.00
$__
Uruguay
All
45.00
$__
Venezuela
All
35.00
$__
Zambia
All
26.00
$__
Zimbabwe
All
26.00
$__
       
       
*Additional customer documentation and indemnification will be required prior to
establishing accounts in these markets.
**Tiered by market value <5 billion: 1 bp, >$5 billion and <$10 billion: .75 bps; >$10 billion: .50 bps
**Euromarkets – Non-Euromarkets: Surcharges vary by local market

Base Fee - A monthly charge 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.
The Following Fees May be Incurred in Addition to the Base Fee-
Cash Transactions:
§  
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $[---].
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
§  
Charges incurred by U.S. Bank, N.A.  for local taxes, stamp duties or other local duties and assessments, stock exchange fees, 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.
 
 
 
8
 
 
§  
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.


(signature on the following page)



Advisor’s Signature below acknowledges approval of the domestic and global fee schedules on these Exhibits E and F.

Exchange Traded Concepts, LLC

By: /s/ J. Garrett Stevens                              

Printed Name: J. Garrett Stevens                

Title:  CEO                                                   Date: 8/7/14                


9