EX-99.(G)(I)(H)(2) 4 cust-agmt_k.htm AMENDED EXHIBIT K TO CUSTODY AGREEMENT


AMENDMENT TO THE
ETF SERIES SOLUTIONS
CUSTODY AGREEMENT


THIS AMENDMENT dated as of the 1st  day of May, 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 a fund; 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 Exhibit K of the Agreement to add the U.S. Global GO GOLD and Precious Metal Miners ETF and U.S. Global Luxury Goods ETF to ETF Series Solutions:

Exhibit K  of the Agreement is hereby superseded and replaced with Amended Exhibit K attached hereto.

This amendment will become effective upon the commencement of operations of U.S. Global GO GOLD and Precious Metal Miners ETF and U.S. Global Luxury Goods ETF, as applicable. 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


U.S. Global
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Amended Exhibit K to the
ETF Series Solutions Custody Agreement at May, 2017

Name of Series
U.S. Global Jets ETF
U.S. Global Weiss ETF
U.S. Global GO GOLD and Precious Metal Miners ETF
U.S. Global Luxury Goods ETF


Base Fee for Custody Services1

The following reflects the greater of the basis point fee or minimum per fund.

 
Custody
Basis Points on AUM
Annual Minimum per Fund
First $[ ]
Next $[ ]
Balance
$[ ]
[  ]
[  ]
[  ]


Domestic Custody Services Fee Schedule (in addition to the base fee)

Note: Additional Global sub-custodial services & safekeeping fees apply as required (see following page)

Domestic Custody Portfolio Transaction Fees – Domestic and/or global, (see below) associated with Sponsor trades(1)
§
$[ ]  – Book entry DTC transaction/Federal Reserve transaction/principal paydown
§
$[ ]  – 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
§
$[ ] – Segregated account per year

§
A transaction is defined as any purchase/sale, free receipt/ free delivery, maturity, tender or exchange
§
No charge for initial conversion free receipts
§
Overdraft – charge to the account at prime interest rate plus [ ]%

Out-Of-Pocket Expenses – Including but not limited to:
§
Intraday indicative value (IIV) agent fees
§
Corporate action services
§
SWIFT reporting and message fees
§
Customized reporting
§
Third-party data provider costs (including GICS, MSCI, Lipper, etc)
§
Supplemental programming and development
§
Cost associated with setting up data feeds
§
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

Additional Services – Additional fees apply for Global Servicing

Fees are calculated pro rata and billed monthly.


1 Subject to annual CPI increase, Milwaukee MSA.

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.”



U.S. Global

2

Amended Exhibit K (continued) to the ETF Series Solutions Custody Agreement Global Sub-Custodial Services Fee Schedule at May, 2017


Global Sub-Custodial Services Fee Schedule

Annual Base Fee1 – A monthly minimum 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.

Plus:

Global Custody Transaction Fees2 – Global Custody transaction fees associate with Sponsor Trades. (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 $50 per claim.


Out-Of-Pocket Expenses – Including but not limited to:
§
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for 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 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.

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.

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

Fees are calculated pro rata and billed monthly.





1 Subject to annual CPI increase, Milwaukee MSA.

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.”
 
 

U.S. Global

3

 
Amended Exhibit K (continued) to the ETF Series Solutions Custody Agreement - Additional Global Sub-Custodial Services Annual Fee Schedule at May, 2017


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.
 
 

U.S. Global
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