AMENDMENT TO THE ETF SERIES SOLUTIONS CUSTODY AGREEMENT
AMENDMENT TO THE
ETF SERIES SOLUTIONS CUSTODY AGREEMENT
THIS AMENDMENT to the Custody Agreement, dated as of May 16, 2012, as amended (the “Agreement”), is entered into by and between ETF SERIES SOLUTIONS, a Delaware statutory trust (the “Trust”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add funds and fees; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree to amend the Agreement and add the following series of ETF Series Solutions:
Exhibit Y, the LHA Market State U.S. Tactical ETF, is hereby added and attached hereto.
This amendment will become effective upon the commencement of operations of the LHA Market State U.S. Tactical 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 last written below.
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U.S. BANK, N.A.
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By:
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/s/ Xxxxxxx X. Xxxxxxxx
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By:
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/s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Vice President and Secretary
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Title: Executive Vice President
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Date: March 22, 2018
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Date: March 22, 2018
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1
Exhibit Y to the ETF Series Solutions Custody Agreement -
Little Harbor Advisors, LLC
LHA Market State U.S. Tactical ETF
Custody Services Fee Schedule at January 2018
Base Fee for Domestic Custody Services
The following reflects the greater of the basis point fee or annual minimum1 for funds where Little Harbor Advisors, LLC acts as Adviser to the fund in the ETF Series Solutions (ESS) ETF Trust.2
Annual Minimum per Fund
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Basis Points on Trust AUM
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Funds 1-10
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$[ ]
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First $500m
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[ ] bp |
Funds 11-20
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$[ ]
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Next $500m
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[ ] bp |
Funds 21+
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$[ ]
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Balance
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[ ] bp
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See APPENDIX B for Services and Associate Fees in addition to Base Fee
See APPENDIX C for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
1Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM. Once a Fund is operational, should this service agreement be terminated with USBFS prior to the end of the initial three year period, the Adviser will be will be responsible for the balance of the minimum fees for the remainder of the service agreement’s 12-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if a Fund launched on March 1, 2018 and the Adviser terminated the relationship on June 30, 2019, the Adviser would owe USBFS up to 50% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody + $[ ] Distributor)
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).
2 Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly
Advisor’s Signature below acknowledges approval only of this Exhibit Y and Appendix C (with its attachment) to this Exhibit Y.
Little Harbor Advisors, LLC
By:
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/s/ Xxxx Xxxxxxx
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Printed Name:
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Xxxx Xxxxxxx |
Title: | President | Date: | 3/23/18 |
2
APPENDIX C
Additional Global Sub-Custodial Services Annual Fee Schedule
Base Fee
A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
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1-25 foreign securities: $[ ]
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§ |
26-50 foreign securities: $[ ]
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Over 50 foreign securities: $[ ]
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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.
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For all other markets specified above, surcharges may apply if a security is held outside of the local market.
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Plus:
Global Custody Transaction Fees1
Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)
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A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
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Global Safekeeping and Transaction Fees
(See schedule below)
Tax Reclamation Services
Miscellaneous Expenses
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Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim.
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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, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
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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.
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SWIFT reporting and message fees.
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Fees are calculated pro rata and billed monthly
1“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.”
3
Additional Global Sub-Custodial Services Annual Fee Schedule
Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Country
|
Instrument
|
Safekeeping
(BPS)
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Transaction
Fee
|
|
Argentina
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All
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____
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$____
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Lebanon
|
All
|
____
|
$____
|
|
Australia
|
All
|
____
|
$____
|
Lithuania
|
All
|
____
|
$____
|
|
Austria
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All
|
____
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$____
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Luxembourg
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All
|
____
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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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$____
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Bangladesh
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All
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____
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$____
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Mali
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All
|
____
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$____
|
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Belgium
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All
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____
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$____
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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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Swaziland
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All
|
____
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$____
|
|
Hong Kong
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All
|
____
|
$____
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Sweden
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All
|
____
|
$____
|
|
Hungary
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All
|
____
|
$____
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Switzerland
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All
|
____
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$____
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Iceland
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All
|
____
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$____
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Taiwan
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All
|
____
|
$____
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India
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All
|
____
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$____
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Thailand
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All
|
____
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$____
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|
Indonesia
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All
|
____
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$____
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Togo
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All
|
____
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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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$____
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Ivory Coast
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All
|
____
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$____
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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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|
Jordan
|
All
|
____
|
$____
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Uruguay
|
All
|
____
|
$____
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|
Kazakhstan
|
All
|
____
|
$____
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Venezuela
|
All
|
____
|
$____
|
|
Kenya
|
All
|
____
|
$____
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Vietnam
|
All
|
____
|
$____
|
|
Kuwait
|
All
|
____
|
$____
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Zambia
|
All
|
____
|
$____
|
|
Latvia
|
Equities
|
____
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$____
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Zimbabwe
|
All
|
____
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$____
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*Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
**Tiered by market value: <$5billion and >$10billion: [ ] bps; >$10billion: [ ] bps
**Euromarkets – Non-eurobonds: Surcharges vary by local market.
*Safekeeping and transaction fees are assessed on security and currency transactions.
4