THIRD AMENDMENT TO THE CUSTODY AGREEMENT
THIRD AMENDMENT
TO THE CUSTODY AGREEMENT
THIS AMENDMENT dated
as of January 31, 2019 to the Custody Agreement, (the “Agreement”) dated as of December 2, 2009, as amended, is entered into by and between EVERMORE
FUNDS TRUST, a Massachusetts trust (the "Trust") and U.S. BANK, N.A., a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties
have entered into the Agreement; and
WHEREAS, the parties
desire to amend the fee schedule (Exhibit D) and the term of the Agreement; and
WHEREAS, Article XIII, Section 13.01 of the Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of
Trustees.
NOW, THEREFORE, the
parties agree as follows:
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1.
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Amended Exhibit D is hereby superseded and replaced in its entirety with Exhibit D attached hereto.
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2.
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Section 13.01 Effective Period is hereby superseded and replaced with the following:
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13.01 Effective Period. This
Agreement shall become effective as of January 1, 2019 and will continue in effect for a period of three (3) years. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms.
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.
| U.S. BANCORP FUND SERVICES, LLC |
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By: /s/ Xxxx XxXxxx
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By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxx XxXxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: CEO
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Title: Sr. Vice President
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1
Exhibit D to the Custody Agreement – Evermore Funds Trust
Custody Services Fee Schedule at January 1, 2019
Annual Fee Based Upon Market Value per Fund*
[ ] basis point on average daily market value of all domestic (U.S.) long securities and cash held in the portfolio
Minimum annual fee per fund – $[ ]
Plus portfolio transaction fees
Portfolio Transaction Fees
| $[ ] |
– Book entry DTC transaction, Federal Reserve transaction, principal paydown
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| $[ ] |
– Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
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| $[ ] |
– Option/SWAPS/future contract written, exercised or expired
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| $[ ] |
– Mutual fund trade, Margin Variation Wire and outbound Fed wire
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| $[ ] |
– Physical security transaction
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| $[ ] |
– Check disbursement (waived if U.S. Bank is Administrator)
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Chief Compliance Officer Support Fee
$[ ] per year per fund complex
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
See Additional Services fee schedule for global servicing.
$[ ] 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 [ ]% of
gross proceeds, up to a maximum per recovery not to exceed $[ ].
No charge for the initial conversion free receipt.
Overdrafts – charged to the account at prime interest rate plus [ ]% unless a line of
credit is in place.
Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees
described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and
reporting requirements).
*Subject to annual CPI increase – All Urban Consumers – U.S. City Average
Fees are calculated pro rata and billed monthly.
2
Exhibit D (continued) to the Custody Agreement – Evermore Funds Trust
Additional Global Sub-Custodial Services Annual Fee Schedule
Safekeeping and transaction charges – Global custodial services annual fee schedule
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Country
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Safekeeping (BPS)
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Transaction fee
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Country
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Safekeeping (BPS)
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Transaction fee
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Country
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Safekeeping (BPS)
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Transaction fee
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Australia
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[ ]
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$[ ]
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Hungary
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[ ]
|
$[ ]
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Portugal
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[ ]
|
$[ ]
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||
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Argentina
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[ ]
|
$[ ]
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Iceland
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[ ]
|
$[ ]
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Qatar
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[ ]
|
$[ ]
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Austria
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[ ]
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$[ ]
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India
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[ ]
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$[ ]
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Romania
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[ ]
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$[ ]
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Bahrain
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[ ]
|
$[ ]
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Indonesia
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[ ]
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$[ ]
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Russia
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[ ]
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$[ ]
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Bangladesh
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[ ]
|
$[ ]
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Ireland
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[ ]
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$[ ]
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Serbia
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[ ]
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$[ ]
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Belgium
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[ ]
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$[ ]
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Israel
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[ ]
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$[ ]
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Singapore
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[ ]
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$[ ]
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Bermuda
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[ ]
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$[ ]
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Italy
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[ ]
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$[ ]
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Slovakia
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[ ]
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$[ ]
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Botswana
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[ ]
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$[ ]
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Japan
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[ ]
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$[ ]
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Slovenia
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[ ]
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$[ ]
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Brazil
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[ ]
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$[ ]
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Jordan
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[ ]
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$[ ]
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South Africa
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[ ]
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$[ ]
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Bulgaria
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[ ]
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$[ ]
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Kenya
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[ ]
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$[ ]
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South Korea
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[ ]
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$[ ]
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Canada
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[ ]
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$[ ]
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Kuwait
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[ ]
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$[ ]
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Spain
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[ ]
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$[ ]
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Chile
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[ ]
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$[ ]
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Latvia
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[ ]
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$[ ]
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Sri Lanka
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[ ]
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$[ ]
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China (A Shares)
Stock Connect |
[ ]
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$[ ]
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Lithuania
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[ ]
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$[ ]
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Swaziland
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[ ]
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$[ ]
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China (B Shares)
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[ ]
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$[ ]
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Luxembourg
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[ ]
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$[ ]
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Sweden
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[ ]
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$[ ]
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Colombia
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[ ]
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$[ ]
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Malaysia
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[ ]
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$[ ]
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Switzerland
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[ ]
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$[ ]
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Costa Rica
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[ ]
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$[ ]
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Malta
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[ ]
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$[ ]
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Taiwan
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[ ]
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$[ ]
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Croatia
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[ ]
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$[ ]
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Mauritius
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[ ]
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$[ ]
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Thailand
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[ ]
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$[ ]
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Cyprus
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[ ]
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$[ ]
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Mexico
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[ ]
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$[ ]
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Tunisia
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[ ]
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$[ ]
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Czech Republic
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[ ]
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$[ ]
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Morocco
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[ ]
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$[ ]
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Turkey
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[ ]
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$[ ]
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Denmark
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[ ]
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$[ ]
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Namibia
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[ ]
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$[ ]
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UAE
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[ ]
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$[ ]
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Egypt
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[ ]
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$[ ]
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Netherlands
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[ ]
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$[ ]
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Uganda
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[ ]
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$[ ]
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Estonia
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[ ]
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$[ ]
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New Zealand
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[ ]
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$[ ]
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Ukraine
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[ ]
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$[ ]
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Euroclear
(Eurobonds) |
[ ]
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See
comments* |
Nigeria
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[ ]
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$[ ]
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United Kingdom
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[ ]
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$[ ]
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Euroclear
(Non-Eurobonds) |
Surchanges vary by local market
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See
comments* |
Norway
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[ ]
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$[ ]
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Finland
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[ ]
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$[ ]
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Oman
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[ ]
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$[ ]
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Uruguay
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[ ]
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$[ ]
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France
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[ ]
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$[ ]
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Pakistan
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[ ]
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$[ ]
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Vietnam
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[ ]
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$[ ]
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Germany
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[ ]
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$[ ]
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Panama
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[ ]
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$[ ]
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West African Economic Monetary Union (WAEMU)*
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[ ]
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$[ ]
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Ghana
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[ ]
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$[ ]
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Peru
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[ ]
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$[ ]
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Zambia
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[ ]
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$[ ]
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Greece
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[ ]
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$[ ]
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Philippines
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[ ]
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$[ ]
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Zimbabwe
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[ ]
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$[ ]
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Hong Kong
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[ ]
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$[ ]
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Poland
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[ ]
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$[ ]
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* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinnea Bissau, Togo and Benin.
3
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** See breakdown as follows:
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Euromarkets (Euroclear) - Internal trades
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$[ ]
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Euromarkets (Euroclear) - External trades
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Surcharges vary by local market
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Euromarkets (Euroclear) - Bridge transactions
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$[ ]
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Euromarkets (Euroclear) - DTC, Fedwire, and BankOne links
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$[ ]
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*Safekeeping and transaction fees are assessed on security and currency transactions.
4
