AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY AGREEMENT
THIS AMENDMENT dated as of the 14th day of July, 2016, 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 current exhibits and to add the following series of ETF Series Solutions:
NOW, THEREFORE, the parties agree to amend the exhibits and add the following series of ETF Series Solutions:
Exhibit O, the American Customer Satisfaction Index ETF, is hereby added and attached hereto.
This amendment will become effective upon the commencement of operations of the American Customer Satisfaction Index 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.
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U.S. BANK, N.A.
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By: /s/ Xxxxxxx X. Xxxxxxxx
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By: /s/ Xxxxxxx X. XxXxx
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. XxXxx
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Title: Vice President and Secretary
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Title: Senior Vice President
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ACSI
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1 |
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Exhibit O to the ETF Series Solutions Custody Agreement
Name of Series
American Customer Satisfaction Index ETF
The following reflects the greater of the basis point fee or annual minimum for Accounting, Administration, Transfer Agent, Custody and Distribution for funds listed on this Exhibit O at July, 2016.
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Administration,
Accounting, TA
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Basis Points on AUM
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Annual Minimum per Fund1
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First $[ ]
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Next $[ ]
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Next $[ ]
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Balance
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Funds 1-4
$[ ]
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Funds 5-8
$[ ]
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Fund 9 and above
$[ ]
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[ ]
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[ ]
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[ ]
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[ ]
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||||
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Custody
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Basis Points on AUM
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Annual Minimum per Fund1
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First $[ ]
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Balance
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$[ ]
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[ ]
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[ ]
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Distribution
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Basis Points on AUM
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Annual Minimum per Fund1
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[ ]
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$[ ]
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See following pages for Services and Associate Fees in addition to Base Fee
See following pages for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
See following pages for OPTIONAL Supplemental Services and Associated Fees
See separate Distribution Agreement for additional fees
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
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ACSI
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2 |
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Exhibit O to the ETF Series Solutions Custody Agreement
Accounting, Administration, Transfer Agent & Account Services in addition to the Base Fee1
Pricing Services
For daily pricing of each securities (estimated 252 pricing days annually)
| § | $[ ]- Domestic Equities, Options, ADRs, Foreign Equities |
| § | $[ ]- Domestic Corporates, Convertibles, Governments, Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed |
| § | $[ ]- CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield |
| § | $[ ]- Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps |
| § | $[ ]- Bank Loans |
| § | $[ ]- Swaptions |
| § | $[ ]- Credit Default Swaps |
| § | $[ ] per Month Manual Security Pricing (>25 per day) |
NOTE: Prices are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
Fee for IDC data used to monitor corporate actions
| § | $[ ]per Foreign Equity Security per Month |
| § | $[ ]per Domestic Equity Security per Month |
| § | $[ ]per CMO’s, Asset Backed, Mortgage Backed Security per month |
ESS Trust Chief Compliance Officer Annual Fee (subject to board approval)
| § | $[ ]for the first fund |
| § | $[ ]for each additional fund |
| § | $[ ]per sub-advisor per fund |
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
| § | $[ ] per security per month |
Website Data Charges
| § | $[ ] per trust per month |
Section 15(c) Reporting
Add the following for fund administration services and data charges necessary to compile SEC required “peer reporting” information.
| § | $[ ]per fund per report |
Ongoing Annual Legal Administration Services
Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements: (Final Fee(s) subject to USBFS legal team review and approval)
| § | $[ ]first fund |
| § | $[ ]each additional fund up to 5 funds |
| § | Fees negotiated for funds 6+ |
Miscellaneous Expenses
Including but not limited to, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing, tax and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor and sub-advisor facilities
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
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ACSI
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3 |
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Exhibit O to the ETF Series Solutions Custody Agreement
OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance*
Daily Compliance Services
| § | Base fee – $[ ]per fund per year |
| § | Setup – $[ ]per fund group |
Section 18 Daily Compliance Testing (for derivatives and leverage)
| § | $[ ]set up fee per fund complex |
| § | $[ ] per fund per month |
Customized Benchmarking
| § | Negotiated based upon specific requirements |
Outbound Calling & Marketing Campaigns
| § | Cost based on project requirements |
*Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
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ACSI
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4 |
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Exhibit O to the ETF Series Solutions Custody Agreement
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 2 unless a line of credit is in place. |
1 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
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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ACSI
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5 |
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Exhibit O to the ETF Series Solutions Custody Agreement
Additional Global Sub-Custodial Services Annual Fee Schedule
Base Fee
A monthly base fee 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 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 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
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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ACSI
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6 |
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Exhibit O to the ETF Series Solutions Custody Agreement - Additional Global Sub-Custodial Services Annual Fee Schedule at July, 2016
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Argentina
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All
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____
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$____
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Lebanon
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All
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____
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$____
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Australia
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All
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____
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$____
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Lithuania
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All
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____
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$____
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Austria
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All
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____
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$____
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Luxembourg
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All
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____
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$____
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Bahrain
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All
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____
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$____
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Malaysia
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All
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____
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$____
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Bangladesh
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All
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____
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$____
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Mali
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All
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____
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$____
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Belgium
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All
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____
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$____
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Malta
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All
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____
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$____
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Benin
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All
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____
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$____
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Mauritius
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All
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____
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$____
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Bermuda
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All
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____
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$____
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Mexico
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All
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____
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$____
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Botswana
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All
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____
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$____
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Morocco
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All
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____
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$____
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Brazil
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All
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____
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$____
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Namibia
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All
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____
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$____
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Bulgaria
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All
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____
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$____
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Netherlands
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All
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____
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$____
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Burkina Faso
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All
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____
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$____
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New Zealand
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All
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____
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$____
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Canada
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All
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____
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$____
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Niger
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All
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____
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$____
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Cayman Islands*
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All
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____
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$____
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Nigeria
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All
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____
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$____
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Channel Islands*
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All
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____
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$____
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Norway
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All
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____
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$____
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Chile
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All
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____
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$____
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Oman
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All
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____
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$____
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China
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All
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____
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$____
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Pakistan
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All
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____
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$____
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Columbia
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All
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____
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$____
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Peru
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All
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____
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$____
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Costa Rica
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All
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____
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$____
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Phillipines
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All
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____
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$____
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Croatia
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All
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____
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$____
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Poland
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All
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____
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$____
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Cyprus
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All
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____
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$____
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Portugal
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All
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____
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$____
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Czech Republic
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All
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____
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$____
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Qatar
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All
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____
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$____
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Denmark
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All
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____
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$____
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Romania
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All
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____
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$____
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Ecuador
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All
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____
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$____
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Russia
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Equities
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____
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$____
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Egypt
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All
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____
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$____
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Senegal
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All
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____
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$____
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Estonia
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All
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____
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$____
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Singapore
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All
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____
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$____
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Euromarkets**
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All
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____
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$____
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Slovak Republic
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All
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____
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$____
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Finland
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All
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____
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$____
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Slovenia
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All
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____
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$____
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France
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All
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____
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$____
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South Africa
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All
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____
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$____
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Germany
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All
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____
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$____
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South Korea
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All
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____
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$____
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Ghana
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All
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____
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$____
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Spain
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All
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____
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$____
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Greece
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All
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____
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$____
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Sri Lanka
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All
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____
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$____
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Guinea Bissau
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All
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____
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$____
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Swaziland
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All
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____
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$____
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Hong Kong
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All
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____
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$____
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Sweden
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All
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____
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$____
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Hungary
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All
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____
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$____
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Switzerland
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All
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____
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$____
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Iceland
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All
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____
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$____
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Taiwan
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All
|
____
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$____
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India
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All
|
____
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$____
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Thailand
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All
|
____
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$____
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|
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Indonesia
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All
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____
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$____
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Togo
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All
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____
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$____
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Ireland
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All
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____
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$____
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Tunisia
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All
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____
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$____
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Israel
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All
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____
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$____
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Turkey
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All
|
____
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$____
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Italy
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All
|
____
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$____
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UAE
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All
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____
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$____
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Ivory Coast
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All
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____
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$____
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United Kingdom
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All
|
____
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$____
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Japan
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All
|
____
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$____
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Ukraine
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All
|
____
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$____
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Jordan
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All
|
____
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$____
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Uruguay
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All
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____
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$____
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Kazakhstan
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All
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____
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$____
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Venezuela
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All
|
____
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$____
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Kenya
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All
|
____
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$____
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Vietnam
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All
|
____
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$____
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Kuwait
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All
|
____
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$____
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Zambia
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All
|
____
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$____
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Latvia
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Equities
|
____
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$____
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Zimbabwe
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All
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________
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$____
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*Safekeeping and transaction fees are assessed on security and currency transactions.
Advisor’s Signature below acknowledges approval of the six (6) pages of fee schedules on this Exhibit O.
CSat Investment Advisory, L.P., d/b/a ACSI Funds
By: /s/ Xxxx Xxx
Printed Name: Xxxxxxx Xxxxxxx Bak
Title: CEO Date: 8/4/16
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ACSI
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7 |
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