EX-99.(G) (I) (B) 4 rhf190587_ex-gib.htm AMENDED EXHIBIT G TO CUSTODY AGREEMENT


AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY AGREEMENT

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 a fund and fees; 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 exhibit and add the following series of ETF Series Solutions:

Exhibit G, the NETLease Corporate Real Estate ETF, is hereby added with amended Exhibit G attached hereto.

This amendment will become effective upon the commencement of operations of the NETLease Corporate Real Estate 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 last written below.
                 
ETF SERIES SOLUTIONS
 
U.S. BANK N.A.
                 
By:
/s/ Michael D. Barolsky
 
By:
/s/ Anita M. Zagrodnik
         
Name:
Michael D. Barolsky
 
Name:
Anita M. Zagrodnik
         
Title:
Vice President and Secretary
 
Title:
Senior VP
         
Date:
3/12/19
 
Date:
3/13/19
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Exhibit G to the ETF Series Solutions Custody Agreement
Exchange Traded Concepts, LLC


NETLease Corporate Real Estate ETF

The following reflects the greater of the basis point fee or annual minimum1 where Exchange Traded Concepts acts as Adviser to a Fundamental Income Strategies fund in ETF Series Solutions (ESS).
            
Annual Minimum per Fund2
Basis Points on Trust AUM2
$[  ]
First $1b
[  ] bp
 
Balance
[  ] bp
        
See APPENDIX A for Services and Associated 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 the percent on AUM.
 
Once a Fund is operational, should “The Adviser” terminate this service agreement with USBFS prior to the end of the initial two-year period, “The Advisor” 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 “The Advisor” launched a Fund on March 1, 2019 and terminated the relationship on June 30, 2020, “The Adviser” would owe would owe USBFS up to 50% of $[  ] ($[  ] admin/acct/ta + $[  ] Custody + $[  ] Distributor).
 
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.
Fees are calculated pro rata and billed monthly
2

APPENDIX A
 
Domestic Custody Services in addition to the Base Fee
 
Portfolio Transaction Fees1
 
§
$[  ] – 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 Global Fund Services is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Securities Lending and Money Market Deposit Account (MMDA)
 
§
Coordinated by U.S. Bank Global Fund Services 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.
§
$[  ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
§
Class Action Services – $[  ] filing fee per class action per account, plus 2% 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

Fees are calculated pro rata and billed monthly

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).

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.
3

APPENDIX B
  
Additional Global Sub-Custodial Services Annual Fee Schedule
 
Base Fee

A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.

§
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.

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
 
Miscellaneous Expenses
§
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[  ] per claim.
§
 
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 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.”
4

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
________
$____
         
Adviser’s Signature below acknowledges approval of the schedules on this amended Exhibit G.
                 
Exchange Traded Concepts, LLC
 
                 
By:
/s/ J. Garrett Stevens
 
         
Printed Name:
J. Garrett Stevens
 
         
Title:
CEO
 
 
Date:
March 11, 2019
 
 

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