EX-99.(G)(I)(20) 7 ex99-gi20.htm TWENTIETH AMENDMENT TO 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1.Amended Exhibit B of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit B attached hereto.

 

2.Amended Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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/ Eric Falkeis   By: /s/ Gregory Farley  
           
Name: Eric Falkeis   Name: Gregory Farley  
           
Title: President   Title: SVP  
           
Date: 11/8/2022   Date: 11/10/2022  

 

1 

 

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 Jones 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

 

Robinson Alternative Yield Pre-Merger SPAC ETF

 

ZEGA Buy and Hedge ETF  

 

FolioBeyond Rising Rates ETF  

 

Home Appreciation U.S. REIT ETF  

 

2 

 

Elevate Shares 2X Daily Blockchain ETF  

Elevate Shares 2X Daily METV ETF  

Elevate Shares 2X Daily BETZ 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 DM SMID 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  

3 

 

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

 

4 

 

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

 

5 

 

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.

 

6 

 

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.”

 

7 

 

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

 

8