The Victory Portfolios and Compass EMP Funds Trust Americas Global Window - Fee Agreement
Exhibit 99.B(g)(3)(c)
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The Victory Portfolios and Compass EMP Funds Trust |
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This Fee Agreement should be read in conjunction with and consistent with the terms of the Global Custodial Services Agreement between The Victory Portfolios and Compass EMP Funds Trust and Citibank N.A. through its New York offices, dated and the terms of that agreement shall be deemed to apply to this Fee Agreement including the governing law specified in that agreement.
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Country |
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Safekeeping Fee for |
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Transaction fee for |
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Safekeeping Fee for |
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Transaction fee for |
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ARGENTINA |
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10.00 |
|
35.00 |
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10.00 |
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35.00 |
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AUSTRALIA |
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1.00 |
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15.00 |
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1.00 |
|
15.00 |
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AUSTRIA |
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2.25 |
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15.00 |
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1.75 |
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15.00 |
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BAHRAIN |
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35.00 |
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120.00 |
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35.00 |
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120.00 |
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BANGLADESH |
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38.00 |
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130.00 |
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38.00 |
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130.00 |
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BELGIUM |
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1.25 |
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17.50 |
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1.00 |
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17.50 |
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BENIN |
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32.00 |
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124.00 |
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32.00 |
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124.00 |
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BERMUDA |
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38.00 |
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115.00 |
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38.00 |
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115.00 |
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BOTSWANA |
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35.00 |
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115.00 |
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35.00 |
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115.00 |
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BRAZIL |
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9.00 |
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28.00 |
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9.00 |
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28.00 |
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BULGARIA |
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17.00 |
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130.00 |
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17.00 |
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90.00 |
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BURKINA FASO |
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32.00 |
|
124.00 |
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32.00 |
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124.00 |
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CANADA |
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0.80 |
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8.00 |
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0.80 |
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8.00 |
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CHILE |
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9.00 |
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45.00 |
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9.00 |
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45.00 |
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CHINA A-SHARES |
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9.00 |
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40.00 |
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9.00 |
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40.00 |
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CLEARSTREAM |
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2.00 |
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20.00 |
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1.00 |
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7.00 |
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COLOMBIA |
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24.00 |
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55.00 |
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24.00 |
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▇▇.▇▇ |
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▇▇▇▇▇ ▇▇▇▇ |
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35.00 |
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60.00 |
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35.00 |
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60.00 |
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CROATIA |
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34.00 |
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70.00 |
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34.00 |
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50.00 |
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CYPRUS |
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8.00 |
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17.00 |
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8.00 |
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17.00 |
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CZECH REPUBLIC |
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8.00 |
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25.00 |
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8.00 |
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25.00 |
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DENMARK |
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1.00 |
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18.00 |
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1.00 |
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18.00 |
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EGYPT |
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15.00 |
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35.00 |
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15.00 |
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35.00 |
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ESTONIA |
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20.00 |
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20.00 |
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20.00 |
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20.00 |
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EUROCLEAR DEPOSITORY |
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2.00 |
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20.00 |
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1.00 |
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7.00 |
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FINLAND |
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1.25 |
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17.50 |
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1.25 |
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17.50 |
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FRANCE |
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1.00 |
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12.00 |
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1.00 |
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12.00 |
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GERMANY |
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1.00 |
|
10.00 |
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1.00 |
|
10.00 |
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GHANA |
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32.00 |
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124.00 |
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32.00 |
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124.00 |
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GREECE |
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7.00 |
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25.00 |
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7.00 |
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25.00 |
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GUINEA BISSAU |
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40.00 |
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124.00 |
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40.00 |
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124.00 |
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HONG KONG |
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2.00 |
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16.00 |
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2.00 |
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16.00 |
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HONG KONG/CHINA-B Shares |
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8.00 |
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30.00 |
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8.00 |
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30.00 |
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HUNGARY |
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8.00 |
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30.00 |
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8.00 |
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30.00 |
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ICELAND |
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4.00 |
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15.00 |
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4.00 |
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15.00 |
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INDIA |
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8.00 |
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30.00 |
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8.00 |
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30.00 |
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INDONESIA |
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5.00 |
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25.00 |
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5.00 |
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25.00 |
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IRELAND |
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1.00 |
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10.00 |
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1.00 |
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10.00 |
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ISRAEL |
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8.50 |
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35.00 |
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8.50 |
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35.00 |
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ITALY |
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1.00 |
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10.00 |
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1.00 |
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10.00 |
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IVORY COAST |
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32.00 |
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124.00 |
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32.00 |
|
124.00 |
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JAPAN |
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1.00 |
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12.50 |
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1.00 |
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12.50 |
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JORDAN |
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35.00 |
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95.00 |
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35.00 |
|
95.00 |
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KAZAKHSTAN |
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35.00 |
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120.00 |
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35.00 |
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120.00 |
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KENYA |
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32.00 |
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124.00 |
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32.00 |
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124.00 |
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KUWAIT |
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35.00 |
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120.00 |
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35.00 |
|
120.00 |
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LATVIA |
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17.00 |
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25.00 |
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17.00 |
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25.00 |
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LEBANON |
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32.00 |
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124.00 |
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32.00 |
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124.00 |
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LITHUANIA |
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20.00 |
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30.00 |
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20.00 |
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30.00 |
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MALAYSIA |
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4.00 |
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30.00 |
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4.00 |
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30.00 |
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MALI |
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32.00 |
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124.00 |
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32.00 |
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124.00 |
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MALTA |
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18.00 |
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75.00 |
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18.00 |
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75.00 |
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MAURITIUS |
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35.00 |
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120.00 |
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35.00 |
|
120.00 |
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MEXICO |
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2.50 |
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14.00 |
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2.50 |
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14.00 |
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MOROCCO |
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27.00 |
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70.00 |
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27.00 |
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70.00 |
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NAMBIA |
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32.00 |
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124.00 |
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32.00 |
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124.00 |
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NETHERLANDS |
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1.00 |
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10.00 |
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1.00 |
|
10.00 |
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NEW ZEALAND |
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1.75 |
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17.50 |
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1.75 |
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17.50 |
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NIGER |
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32.00 |
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124.00 |
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32.00 |
|
124.00 |
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NIGERIA |
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32.00 |
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124.00 |
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32.00 |
|
124.00 |
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NORWAY |
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1.00 |
|
18.00 |
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1.00 |
|
18.00 |
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OMAN |
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35.00 |
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120.00 |
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35.00 |
|
120.00 |
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PAKISTAN |
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15.00 |
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50.00 |
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15.00 |
|
50.00 |
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PALESTINE |
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30.00 |
|
100.00 |
|
30.00 |
|
100.00 |
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PERU |
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24.00 |
|
45.00 |
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24.00 |
|
45.00 |
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PHILLIPPINES |
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5.00 |
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25.00 |
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5.00 |
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25.00 |
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POLAND |
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9.00 |
|
30.00 |
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7.50 |
|
30.00 |
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PORTUGAL |
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5.00 |
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20.00 |
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5.00 |
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20.00 |
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QATAR |
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35.00 |
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120.00 |
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35.00 |
|
120.00 |
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ROMANIA |
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15.00 |
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55.00 |
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15.00 |
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55.00 |
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RUSSIA |
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14.00 |
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70.00 |
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10.00 |
|
50.00 |
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SINGAPORE |
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2.00 |
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20.00 |
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2.00 |
|
20.00 |
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SLOVAKIA |
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20.00 |
|
45.00 |
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20.00 |
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45.00 |
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SLOVENIA |
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30.00 |
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80.00 |
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30.00 |
|
80.00 |
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SOUTH AFRICA |
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2.00 |
|
15.00 |
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2.00 |
|
15.00 |
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SOUTH KOREA |
|
5.00 |
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17.50 |
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5.00 |
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17.50 |
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SPAIN |
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1.00 |
|
15.00 |
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1.00 |
|
15.00 |
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SRI LANKA |
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12.00 |
|
65.00 |
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12.00 |
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65.00 |
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SWEDEN |
|
1.00 |
|
14.00 |
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1.00 |
|
14.00 |
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SWITZERLAND |
|
1.00 |
|
10.00 |
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1.00 |
|
10.00 |
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TAIWAN |
|
8.00 |
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30.00 |
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8.00 |
|
30.00 |
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THAILAND |
|
8.00 |
|
25.00 |
|
8.00 |
|
25.00 |
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TOGO |
|
32.00 |
|
124.00 |
|
32.00 |
|
124.00 |
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TUNISIA |
|
40.00 |
|
35.00 |
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30.00 |
|
35.00 |
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TURKEY |
|
8.00 |
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25.00 |
|
8.00 |
|
25.00 |
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UNITED ARAB EMIRATES |
|
35.00 |
|
120.00 |
|
35.00 |
|
120.00 |
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Country |
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Safekeeping Fee for |
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Transaction fee for |
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Safekeeping Fee for |
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Transaction fee for |
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UGANDA |
|
35.00 |
|
120.00 |
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35.00 |
|
100.00 |
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UKRAINE |
|
75.00 |
|
110.00 |
|
15.00 |
|
85.00 |
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UNITED KINGDOM |
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0.50 |
|
7.00 |
|
0.50 |
|
7.00 |
|
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VENEZUELA |
|
35.00 |
|
100.00 |
|
35.00 |
|
100.00 |
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VIETNAM |
|
25.00 |
|
70.00 |
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25.00 |
|
70.00 |
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ZAMBIA |
|
32.00 |
|
124.00 |
|
32.00 |
|
124.00 |
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ZIMBABWE |
|
45.00 |
|
150.00 |
|
45.00 |
|
150.00 |
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Domestic Assets Under Custody |
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$0-$10BN |
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>$10BN |
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United States Fees (All-in) |
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0.5 |
Bps |
0.4 |
Bps |
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|
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Fees (USD) |
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* Additional Standard fees are as follows: |
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Manual instruction (Fax / Telex): additional per settlement |
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20.00 |
|
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Late instruction: additional per settlement |
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15.00 |
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Repair of Electronic instruction: additional per item |
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15.00 |
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Cancellations: per instruction |
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15.00 |
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Physical Settlements |
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15.00 |
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Same Day Settlement |
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20.00 |
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Free Cash Receipt |
|
10.00 |
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Free Cash Payment |
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10.00 |
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Structured 3rd party FX messages (Convertible currencies) |
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25.00 |
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Corporate Action processing per event (per account) |
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waived |
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Income Processing per event (per account) |
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waived |
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Proxy Voting (per event notification) |
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15.00 |
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Proxy Voting (per vote instruction per client) |
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15.00 |
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Block Trading (applied to the second and each additional “legs” settled ) |
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waived |
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Monthly Account Maintenance Fee (Per Account) |
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100.00 |
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Fees (USD) |
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Mutual Fund Order Routing Service |
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Mutual Fund Account Opening Fee (per account) |
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50.00 |
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Mutual Fund order Routing-Subscription/Redemption/Transfer |
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35.00 |
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Fees (USD) |
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Taxation Services |
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|
|
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Retrospective Tax Reclaim (per submission) |
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130.00 |
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ADR statements |
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130.00 |
|
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Customised exceptional report requests |
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waived |
|
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Exceptional certification and issuance of documentation. |
|
130.00 |
|
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Business As Usual Tax Reclaim (per submission by post) |
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25.00 |
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Business As Usual Tax Reclaim (per submission by electronic means) |
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15.00 |
|
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Stamp Duty Tax Reclaims (SDRT) |
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25.00 |
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Out-of-Pocket expenses: |
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All charges will be payable by the client where appropriate. These include, but are not limited to: |
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Re-registration fees |
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Stamp duties |
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Crest Fines / Fines from any other Depository |
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Depository charges (ICSD Euclid reporting, account maintenance, ADR & Depository Receipt Fees etc) |
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Fiscalization Levies |
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Notarization and consularization fees |
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Stock certificate splits |
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Crossing of Stocks |
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Turnover Taxes |
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Scrip Fees |
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Transportation / courier / postage Charges |
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Unpriced Securities: |
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Bonds will be priced at Par and the basis point charge will be applied per market |
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Equities will be be priced at $1.00 per share with a bp charge per market assessed. |
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Accepted by: |
Accepted by: | |||
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The Victory Portfolios and |
Citibank, N.A. | |||
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Name |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ |
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Name |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ |
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Title |
President |
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Title |
Vice President |
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Date |
8/19/15 |
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Date |
8/19/2015 |
AMENDMENT and JOINDER TO THE GLOBAL CUSTODIAL SERVICES AGREEMENT
Citibank, N.A. acting as custodian through its offices in New York (the “Custodian”) has entered into a Global Custodial Services Agreement (the “Custody Agreement”) with the Victory Portfolios acting for and on behalf of each Fund (as defined in the Custody Agreement) dated August 5th, 2008, together with any Fund Appendix and amendments made thereto. A copy of the Custody Agreement and Fund Appendix is annexed hereto.
Compass EMP Funds Trust wishes to obtain custodial services from the Custodian under precisely the same terms and conditions as agreed between the Victory Portfolios and the Custodian under the Custody Agreement.
In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, Citibank, N.A. as Custodian, the Victory Portfolios, and Compass EMF Funds Trust each agree to the following:
1. The first sentence which comprises the first paragraph of the Custody Agreement on page one of the Custody Agreement and begins, “THIS GLOBAL CUSTODIAL SERVICES AGREEMENT” shall be stricken and replaced with the following:
“THIS MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT (the “Agreement”) is made on August 19th, 2015, by and between Citigroup, N.A. acting through its offices located in New York (the “Custodian”) and, severally and not jointly, the Victory Portfolios and Compass EMP Funds Trust, each a Delaware Statutory Trust, located in Delaware (each a “Trust”) on behalf of each open-ended management investment company listed underneath the name of that Trust on the Funds Appendix to this Agreement, as amended from time to time (each a “Fund” and collectively with the Trust acting on behalf of such Funds, a “Client”).
It is understood and agreed that this document shall constitute a separate agreement between Custodian and each Trust listed above, as if each Trust listed above had executed a separate document naming only itself as Client, and that no Trust listed above shall have any liability under this document for the obligations of any other Trust so listed, and the term “this Agreement” shall be construed accordingly. For the avoidance of doubt, there shall be no cross-liability or cross-collateralization between the entities set forth above or on the Fund Appendix hereto. In the event the Global Custodial Services Agreement is terminated between either the Trusts listed above and the Custodian, the equivalent agreement between the Custodian and the remaining Trust shall continue in full force and effect unless and until either party hereto terminates such agreement in accordance with the terms herein.”
2. The Compass EMP Funds Trust and the Custodian agree as follows:
2.1 The Custodian agrees to provide global custodial services to Compass EMP Funds Trust and agrees to be bound by the terms, conditions and provisions of, the Custody Agreement and amendments thereto, including the terms of this Amendment and Joinder, as if signed directly between the Custodian and Compass EMP Funds Trust and such terms, conditions and provisions are incorporated herein in their entirety by this reference.
Remainder of page left blank
This agreement is executed as of August 19th, 2015 by the Victory Portfolios, Compass EMP Funds Trust, and by Citibank N.A. through its offices in New York.
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CITIBANK N.A. through its offices in New York |
THE VICTORY PORTFOLIOS, ACTING FOR | ||||
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By: |
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By: |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ |
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Name: |
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Title: |
VICE PRESIDENT |
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Title: |
President | |
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CITI TRANSACTION SERVICES |
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COMPASS EMP FUNDS TRUST, ACTING FOR |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ |
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Name: |
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Title: |
President |
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FUND APPENDIX
As of August 19th, 2015
The Victory Portfolios
Victory Newbridge Global Equity Fund
Victory Expedition Emerging Markets Small Cap Fund
Victory Trivalent International Fund-Core Equity
Victory Trivalent International Small-Cap Growth Fund
Victory Trivalent Emerging Markets Small-Cap Fund
Compass EMP Funds Trust
Compass EMP International 500 Volatility Weighted Fund
Compass EMP Emerging Market 500 Volatility Weighted Fund
Compass EMP International 500 Enhanced Volatility Weighted Fund
Compass EMP U.S. 500 Volatility Weighted Fund
Compass EMP U.S. Small Cap 500 Volatility Weighted Fund
Compass EMP U.S. 500 Enhanced Volatility Weighted Fund
Compass EMP REC Enhanced Volatility Weighted Fund
Compass EMP Commodity Strategies Volatility Weighted Fund
Compass EMP Commodity Strategies Enhanced Volatility Weighted Fund
Compass EMP Long/Short Strategies Fund
Compass EMP Market Neutral Income Fund
Compass EMP Enhanced Fixed Income Fund
Compass EMP Ultra Short-Term Fixed Income Fund
Compass EMP Multi-Asset Balanced Fund
Compass EMP Multi-Asset Growth Fund
Compass EMP Alternative Strategies Fund
Compass EMP US High Dividend 100 Volatility Weighted Fund
Compass EMP US EQ Income 100 Enhanced Volatility Weighted Fund
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CITIBANK, N.A. |
THE VICTORY PORTFOLIOS ACTING FOR | |||
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ |
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Title: |
VICE PRESIDENT |
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Title: |
President |
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CITI TRANSACTION SERVICES |
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COMPASS EMP FUNDS TRUST ACTING |
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By: |
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Name: |
▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ |
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Title: |
President |
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