EX-99.(G)(I)(N) 4 custody_agrmt.htm EXHIBIT S TO CUSTODY AGREEMENT

 
AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY AGREEMENT

THIS AMENDMENT, dated as of the 27th day of April, 2017, 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 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 add the following series of ETF Series Solutions:

Exhibit S, the ClearShares OCIO ETF, is hereby added and attached hereto.

This amendment will become effective upon the commencement of operations of the ClearShares OCIO 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:    Vice President and Secretary
Title:    Vice President





Exhibit S to the ETF Series Solutions Custody Agreement

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 $[  ]               [  ] bp
Funds 11-20              $[  ]
Next $[  ]               [  ] bp
Funds 21+                 $[  ]
Balance                 [  ] bp
 
See APPENDIX C for Services and Associate 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 percent on AUM.

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




APPENDIX C
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 [  ] 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.
 
 
 
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APPENDIX D
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.”
 
 
 
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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
[---]
$__
Luxembourg
All
[---]
$__
Australia
All
[---]
$__
Malaysia
All
[---]
$__
Austria
All
[---]
$__
Mali
All
[---]
$___
Bahrain
All
[---]
$__
Malta
All
[---]
$__
Bangladesh
All
[---]
$__
Mauritius
All
[---]
$__
Belgium
All
[---]
$__
Mexico
All
[---]
$__
Benin
All
[---]
$__
Morocco
All
[---]
$__
Bermuda
All
[---]
$__
Namibia
All
[---]
$__
Botswana
All
[---]
$__
Netherlands
All
[---]
$__
Brazil
All
[---]
$__
New Zealand
All
[---]
$__
Bulgaria
All
[---]
$__
Niger
All
[---]
$__
Burkina Faso
All
[---]
$__
Nigeria
All
[---]
$__
Canada
All
[---]
$__
Norway
All
[---]
$__
Cayman Islands*
All
[---]
$__
Oman
All
[---]
$__
Channel Islands*
All
[---]
$__
Pakistan
All
[---]
$__
Chile
All
[---]
$__
Peru
All
[---]
$__
China“A” Shares
All
[---]
$__
Philippines
All
[---]
$__
China “B” Shares
All
[---]
$__
Poland
All
[---]
$__
Columbia
All
[---]
$__
Portugal
All
[---]
$__
Costa Rica
All
[---]
$__
Qatar
All
[---]
$__
Croatia
All
[---]
$__
Romania
All
[---]
$__
Czech Republic
All
[---]
$__
Russia
Equities
[---]
$__
Denmark
All
[---]
$__
Russia
MINFINs
[---]
$__
Ecuador
All
[---]
$__
Senegal
All
[---]
$__
Egypt
All
[---]
$__
Singapore
All
[---]
$__
Estonia
All
[---]
$__
Slovak Republic
All
[---]
$__
Euromarkets**
All
[---]
$__
Slovenia
All
[---]
$__
Finland
All
[---]
$__
South Africa
All
[---]
$__
France
All
[---]
$__
South Korea
All
[---]
$__
Germany
All
[---]
$__
Spain
All
[---]
$__
Ghana
All
[---]
$__
Sri Lanka
All
[---]
$__
Greece
All
[---]
$__
Swaziland
All
[---]
$__
Guinea Bissau
All
[---]
$__
Sweden
All
[---]
$__
Hong Kong
All
[---]
$__
Switzerland
All
[---]
$__
Hungary
All
[---]
$__
Taiwan
All
[---]
$__
Iceland
All
[---]
$__
Thailand
All
[---]
$__
India
All
[---]
$__
Togo
All
[---]
$__
Indonesia
All
[---]
$__
Tunisia
All
[---]
$__
Ireland
All
[---]
$__
Turkey
All
[---]
$__
Israel
All
[---]
$__
UAE
All
[---]
$__
Italy
All
[---]
$__
United Kingdom
All
[---]
$__
Ivory Coast
All
[---]
$__
Ukraine
All
[---]
$__
Japan
All
[---]
$__
Uruguay
All
[---]
$__
Jordan
All
[---]
$__
Venezuela
All
[---]
$__
Kazakhstan
All
[---]
$__
Zambia
All
[---]
$__
Kenya
All
[---]
$__
Zimbabwe
All
[---]
$__
Latvia
Equities
[---]
$__
       
Latvia
Bonds
[---]
$__
       
Lebanon
All
[---]
$__
       
Lithuania
All
[---]
$__
 
       

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

Advisor’s Signature below acknowledges approval of the four (4) pages of fee schedules on this Exhibit S.

ClearShares LLC
 
   
   
By:   /s/ Tom Deegan                                                    
   
Printed Name:       Tom Deegan                                  
   
Title:       Principal           Date:       5/12/17      


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