EX-99.(G)(I)(B) 4 custody_agrmt.htm AMENDED EXHIBIT S TO CUSTODY AGREEMENT (CLEARSHARES FUNDS)


AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY AGREEMENT

THIS AMENDMENT, dated as of the 3rd day of July, 2018, 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 to the Agreement desire to amend the Agreement to add the ClearShares Ultra-Short Maturity ETF in the manner set forth herein; 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 hereby amend the Agreement as follows:

Exhibit S of the Agreement is hereby superseded and replaced with Exhibit S attached hereto.

This amendment will become effective upon the commencement of operations of the ClearShares Ultra-Short Maturity 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/ Jeanine M. Bajczyk               
 
Name:  Michael D. Barolsky
 
 
Name:  Jeanine M. Bajczyk
Title:    Vice President and Secretary
 
Title:    Sr. Vice President
 
 
 
ClearShares
1
 



Exhibit S to the ETF Series Solutions Custody Agreement

Name of Series
ClearShares OCIO ETF
ClearShares Ultra-Short Maturity ETF

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 
Basis Points on Trust AUM
Funds 1-10
$[  ]
First $500m
[  ] bp
Funds 11-20
$[  ]
Next $500m
[  ] bp
Funds 21+
$[  ]
Balance
[  ] bp
 
See APPENDIX A for Services and Associate 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 percent on AUM.

2 Subject to annual CPI increase - All Urban Consumers - U.S. City Average. Fees are calculated pro rata and billed monthly
 

 
 
ClearShares
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APPENDIX A
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.
 
 
 
ClearShares
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APPENDIX B
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.”
 
 
ClearShares
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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
________
$____
*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.

*Safekeeping and transaction fees are assessed on security and currency transactions.



Adviser’s signature not required as fees are not changing; only the ClearShares Ultra-Short Maturity ETF is being added.
 
 
ClearShares
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