CUSTODY AGREEMENT
AGREEMENT dated as of July 11, 2001 between THE CHASE MANHATTAN BANK, N.A.
("Chase"), having its principal place of business at 000 Xxxx Xxx., Xxx Xxxx,
X.X. 00000-0000, and FRANKLIN XXXXXXXXX INTERNATIONAL TRUST, a Massachusetts
business trust, (the "Trust") and an investment company registered under the
Investment Company Act of 1940 ("Act of 1940"), on behalf of its series of
shares called TEMPLETON GLOBAL LONG-SHORT FUND (the "Fund"), having its
principal place of business at 000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxx, XX 00000
or 000 Xxxx Xxxxxxx Xxxx., Xx. Xxxxxxxxxx, XX 00000.
WHEREAS, the Trust wishes to appoint Chase as custodian of the Fund's
securities and assets and Chase is willing to act as custodian under the terms
and conditions hereinafter set forth;
NOW, THEREFORE, the Trust on behalf of the Fund and its successors and
assigns and Chase and its successors and assigns, hereby agree as follows:
1. APPOINTMENT AS CUSTODIAN. Chase agrees to act as custodian for the
Funds, as provided herein, in connection with (a) cash ("Cash") received from
time to time from, or for the account of, the Fund for credit to the Fund's
deposit account or accounts administered by Chase, Chase Branches and Domestic
Securities Depositories (as hereinafter defined), and/or Foreign Banks and
Foreign Securities Depositories (as hereinafter defined) (the "Deposit
Account"); (b) all stocks, shares, bonds, debentures, notes, mortgages, or other
obligations for the payment of money and any certificates, receipts, warrants,
or other instruments representing rights to receive, purchase, or subscribe for
the same or evidencing or representing any other rights or interests therein and
other similar property ("Securities") from time to time received by Chase and/or
any Chase Branch, Domestic Securities Depository, Foreign Bank or Foreign
Securities Depository for the account of the Fund (the "Custody Account"); and
(c) original margin and variation margin payments in a segregated account for
futures contracts (the "Segregated Account").
All Cash held in the Deposit Account or in the Segregated Account in
connection with which Chase agrees to act as custodian is hereby denominated as
a special deposit which shall be held in trust for the benefit of the Fund and
to which Chase, Chase Branches and Domestic Securities Depositories and/or
Foreign Banks and Foreign Securities Depositories shall have no ownership
rights, and Chase will so indicate on its books and records pertaining to the
Deposit Account and the Segregated Account. All cash held in auxiliary accounts
that may be carried for the Fund with Chase (including a Money Market Account,
Redemption Account, Distribution Account and Imprest Account) is not so
denominated as a special deposit and title thereto is held by Chase subject to
the claims of creditors.
2. AUTHORIZATION TO USE BOOK-ENTRY SYSTEM, DOMESTIC SECURITIES
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DEPOSITORIES, BRANCH OFFICES. FOREIGN BANKS AND FOREIGN SECURITIES
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DEPOSITORIES. Chase is hereby authorized to appoint and utilize, subject to
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the provisions of Sections 4 and 5 hereof
A. The Book Entry System and The Depository Trust Company; and also
such other Domestic Securities Depositories selected by Chase and as to
which Chase has received a certified copy of a resolution of the Fund's
Board of Trustees authorizing deposits therein;
X. Xxxxx'x foreign branch offices in the United Kingdom, Hong
Kong, Singapore, and Tokyo, and such other foreign branch offices of
Chase located in countries approved by the Board of Trustees of the
Trust as to which Chase shall have given prior notice to the Trust;
3. DEFINITIONS. As used in this Agreement, the following terms shall
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have the following meanings:
(a) "Authorized Persons of the Fund" shall mean such officers or
employees of the Trust or any other person or persons as shall have been
designated by a resolution of the Board of Trustees of the Trust, a
certified copy of which has been filed with Chase, to act as Authorized
Persons hereunder. Such persons shall continue to be Authorized Persons of
the Fund, authorized to act either singly or together with one or more
other of such persons as provided in such resolution, until such time as
the Trust shall have filed with Chase a written notice of the Fund
supplementing, amending, or revoking the authority of such persons.
(b) "Book-Entry system" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees.
(c) "Domestic Securities Depository" shall mean The Depository Trust
Company, a clearing agency registered with the Securities and Exchange
Commission, its successor or successors and its nominee or nominees; and
(subject to the receipt by Chase of a certified copy of a resolution of
the Trust's Board of Trustees specifically approving deposits therein as
provided in Section 2(a) of this Agreement) any other person authorized to
act as a depository under the Act of 1940, its successor or successors and
its nominee or nominees.
(d) An "Eligible Foreign Custodian," which, as defined in 1940 Act
rule 17f-5(a)(1) and (5), shall mean (i) a banking institution or trust
company, incorporated or organized under the laws of a country other than
the United States, that is regulated as such by that country's government
or an agency thereof, and (ii) a majority-owned direct or indirect
subsidiary of a U.S. Bank or bank holding company which subsidiary is
incorporated or organized under the laws of a country other than the
United States. In addition, an Eligible Foreign Custodian shall also mean
any other entity that shall have been so qualified by exemptive order,
rule or other appropriate action of the SEC.
(e) "Foreign Bank" shall mean any banking institution organized
under the laws of a jurisdiction other than the United States or of any
state thereof and which shall be limited to Eligible Foreign Custodians as
defined in (i)(b) of the definition of Eligible Foreign Custodians
contained herein; provided that, for purposes of the sections of this
Agreement addressing Chase liability (including, but not limited to,
Sections 7, 10, 14, and 16-17), Foreign Bank shall not include any Foreign
Bank as to which Chase has not acted as Foreign Custody Manager.
(f) A "Foreign Securities Depository" shall mean any system for the
central handling of securities abroad where all securities of any
particular class or series of any issuer deposited within the system are
treated as fungible and may be transferred or pledged by bookkeeping
without physical delivery of the securities by any Chase Branch or Foreign
Bank and which shall be limited to Eligible Securities Depositories as
defined in (ii)(a) of the definition of Eligible Securities Depositories
contained herein; provided that, for purposes of the sections of this
Agreement addressing Chase liability (including, but not limited to,
Sections 7, 10, 14, and 16-17) the term Foreign Securities Depository
shall be deleted.
(g) The term "securities depository" as used herein shall mean the
following when referring to a securities depository located:
(i) outside the U.S,. an "Eligible Securities Depository"
which, in turn, shall have the same meaning as in 1940 Act
rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time
to time, or that has otherwise been made exempt by an SEC
exemptive order, rule other appropriate SEC action, except
that prior to the compliance date with rule 17f-7 for a
particular securities depository the term "securities
depository" shall be as defined in (a)(1)(ii)-(iii) of the
1997 amendments to 1940 Act rule 17f-5. (ii) in the U.S., a
"securities depository" as defined in 1940 Act rule 17f-4(a).
(h) "Written Instructions" shall mean instructions in writing signed
by Authorized Persons of the Fund giving such instructions, and/or such
other forms of communications as from time to time shall be agreed upon in
writing between the Trust and Chase.
(i) a "U.S. Bank," which shall mean a U.S. bank as defined in rule
17f-5(a)(7) under the Investment Company Act of 1940, as amended ("1940
Act") promulgated by the Securities and Exchange Commission ("SEC"); and
For purposes of the provisions of the Agreement imposing liability on
Bank, the term Subcustodian shall not include any Eligible Foreign Custodian as
to which Bank has not acted as Foreign Custody Manager."
4. SELECTION OF COUNTRIES IN WHICH SECURITIES MAY BE HELD. Chase shall not
cause Securities and Cash to be held in any country outside the United States
until the Trust has directed the holding of the Fund's assets in such country.
Chase will be provided with a copy of a resolution of the Trust's Board of
Trustees authorizing such custody in any country outside of the United States,
which resolution shall be based upon, among other factors, the following:
(a) comparative operational efficiencies of custody; (b) clearance and
settlement and the costs thereof-, (c) political and other risks, other
than those risks specifically assumed by Chase; and (d) the risk analysis
furnished by Chase pursuant to Section 24(a) hereof.
5. At the request of Fund, Chase may, but need not, add an Eligible
Foreign Custodian where Chase has not acted as Foreign Custody Manager with
respect to the selection thereof; provided that, any such entities shall not be
included for purposes of the sections of this Agreement addressing Chase
liability (including, but not limited to, Sections 7, 10, 14, and 16-17). Chase
shall notify Fund in the event that it elects to add any such entity.
6. CONDITIONS ON SELECTION OF FOREIGN BANK OR FOREIGN SECURITIES
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DEPOSITORY. Chase shall authorize the holding of Securities and Cash by a
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Chase Branch, Foreign Bank or Foreign Securities Depository only:
(a) to the extent that the Securities and Cash are not subject to
any right, charge, security interest, lien or claim of any kind in favor
of any such Foreign Bank or Foreign Securities Depository, except for
their safe custody or administration; or, in the case of cash deposits,
except for liens or rights in favor of creditors of the Subcustodian
arising under bankruptcy, insolvency or similar laws.and
(b) to the extent that the beneficial ownership of Securities is
freely transferable without the payment of money or value other than for
safe custody or administration.
7. CHASE BRANCHES AND FOREIGN BANKS NOT AGENTS OF THE TRUST. Chase
Branches, Foreign Banks and Foreign Securities Depositories shall be subject to
the instructions of Chase and/or the Foreign Bank, and not to those of the
Trust. Chase warrants and represents that all such instructions shall afford
protection to the Fund at least equal to that afforded for Securities held
directly by Chase. Any Chase Branch, Foreign Bank or Foreign Securities
Depository shall act solely as agent of Chase or of such Foreign Bank.
8. CUSTODY ACCOUNT. Securities held in the Custody Account shall be
physically segregated at all times from those of any other person or persons
except that (a) with respect to Securities held by Chase Branches, such
Securities may be placed in an omnibus account for the customers of Chase, and
Chase shall maintain separate book entry records for each such omnibus account,
and such Securities shall be deemed for the purpose of this Agreement to be held
by Chase in the Custody Account; (b) with respect to Securities deposited by
Chase with a Foreign Bank, a Domestic Securities Depository or a Foreign
Securities Depository, Chase shall identify on its books as belonging to the
Fund the Securities shown on Chase's account on the books of the Foreign Bank,
Domestic Securities Depository or Foreign Securities Depository; and (c) with
respect to Securities deposited by a Foreign Bank with a Foreign Securities
Depository, Chase shall cause the Foreign Bank to identify on its books as
belonging to Chase, as agent, the Securities shown on the Foreign Bank's account
on the books of the Foreign Securities Depository. All Securities of the Trust
maintained by Chase pursuant to this Agreement shall be subject only to the
instructions of Chase, Chase Branches or their agents. Chase shall only deposit
Securities with a Foreign Bank in accounts that include only assets held by
Chase for its customers.
8a. SEGREGATED ACCOUNT FOR FUTURES CONTRACTS. With respect to every
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futures contract purchased, sold or cleared for the Custody Account, Chase
agrees, pursuant to Written Instructions, to:
(a) deposit original margin and variation margin payments in a
segregated account maintained by Chase; and
(b) perform all other obligations attendant to transactions or
positions in such futures contracts, as such payments or performance may
be required by law or the executing broker.
8b. SEGREGATED ACCOUNT FOR REPURCHASE AGREEMENTS. With respect to
purchases for the Custody Account from banks (including Chase) or
broker-dealers, of United States or foreign government obligations subject to
repurchase agreements, Chase agrees, pursuant to Written Instructions, to:
(a) deposit such securities and repurchase agreements in a
segregated account maintained by Chase; and
(b) promptly show on Chase's records that such securities and
repurchase agreements are being held on behalf of the Fund and deliver
to the Trust a written confirmation to that effect.
8c. SEGREGATED ACCOUNTS FOR DEPOSITS OF COLLATERAL. Chase agrees,
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with respect to (i) cash or high quality debt securities to secure the Fund's
commitments to purchase new issues of debt obligations offered on a when-issued
basis; (ii) cash, U.S. government securities, or irrevocable letters of credit
of borrowers of the Fund's portfolio securities to secure the loan to them of
such securities; and/or (iii) cash, securities or any other property delivered
to secure any other obligations; (all of such items being hereinafter referred
to as "collateral"), pursuant to Written Instructions, to:
(a) deposit the collateral for each such obligation in a
separate segregated account maintained by Chase; and
(b) promptly to show on Chase's records that such collateral is
being held on behalf of the Fund and deliver to the Trust a written
confirmation to that effect.
9. DEPOSIT ACCOUNT. Subject to the provisions of this Agreement, the Trust
authorizes Chase to establish and maintain in each country or other jurisdiction
in which the principal trading market for any Securities is located or in which
any Securities are to be presented for payment, an account or accounts, which
may include nostro accounts with Chase Branches and omnibus accounts of Chase at
Foreign Banks, for receipt of cash in the Deposit Account, in such currencies as
directed by Written Instructions. For purposes of this Agreement, cash so held
in any such account shall be evidenced by separate book entries maintained by
Chase at its office in London and shall be deemed to be Cash held by Chase in
the Deposit Account. Unless Chase receives Written Instructions to the contrary,
cash received or credited by Chase or any other Chase Branch, Foreign Bank or
Foreign Securities Depository for the Deposit Account in a currency other than
United States dollars shall be converted promptly into United States dollars
whenever it is practicable to do so through customary banking channels
(including without limitation the effecting of such conversions at Chase's
preferred rates through Chase, its affiliates or Chase Branches), and shall be
automatically transmitted back to Chase in the United States.
10. SETTLEMENT PROCEDURES. Settlement procedures for transactions in
Securities delivered to, held in, or to be delivered from the Custody Account in
Chase Branches, Domestic Securities Depositories, Foreign Banks and Foreign
Securities Depositories, including receipts and payments of cash held in any
nostro account or omnibus account for the Deposit Account as described in
Section 9, shall be carried out in accordance with the provisions of the
Operating Agreement. It is understood that such settlement procedures may vary,
as provided in the Operating Agreement, from securities market to securities
market, to reflect particular settlement practices in such markets.
Chase shall make or cause the appropriate Chase Branch or Foreign Bank to
move payments of Cash held in the Deposit Account only:
(a) in connection with the purchase of Securities for the account of
the Fund and only against the receipt of such Securities by Chase or by
another appropriate Chase Branch, Domestic Securities Depository, Foreign
Bank or Foreign Securities Depository, or otherwise as provided in the
Operating Agreement, each such payment to be made at prices confirmed by
Written Instructions, or
(b) in connection with any dividend, interim dividend or other
distribution declared by the Trust, or
(c) as directed by the Trust by Written Instructions setting forth
the name and address of the person to whom the payment is to be made and
the purpose for which the payment is to be made. Upon the receipt by Chase
of Written Instructions specifying the
Securities to be so transferred or delivered, which instructions shall name the
person or persons to whom transfers or deliveries of such Securities shall be
made and shall indicate the time(s) for such transfers or deliveries, Securities
held in the Custody Account shall be transferred, exchanged, or delivered by
Chase, any Chase Branch, Domestic Securities Depository, Foreign Bank, or
Foreign Securities Depository, as the case may be, against payment in Cash or
Securities, or otherwise as provided in the Operating Agreement, only:
(a) upon sale of such Securities for the account of the Fund and
receipt of such payment in the amount shown in a broker's confirmation of
sale of the Securities or other proper authorization received by Chase
before such payment is made, as confirmed by Written Instructions;
(b) in exchange for or upon conversion into other Securities alone
or other Securities and Cash pursuant to any plan of merger,
consolidation, reorganization, recapitalization, readjustment, or tender
offer;
(c) upon exercise of conversion, subscription, purchase, or
other similar rights represented by such Securities; or
(d) otherwise as directed by the Trust by Written Instructions which
SHALL set forth the amount and purpose of such transfer or delivery.
Until Chase receives Written Instructions to the contrary, Chase shall,
and shall cause each Chase Branch, Domestic Securities Depository, Foreign Bank
and Foreign Securities Depository holding Securities or Cash to, take the
following actions in accordance with procedures established in the Operating
Agreement:
(a) collect and timely deposit in the Deposit Account all income due
or payable with respect to any Securities and take any action which may be
necessary and proper in connection with the collection and receipt of such
income;
(b) present timely for payment all Securities in the Custody Account
which are called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon presentation
and to receive and credit to the Deposit Account Cash so paid for the
account of the Fund except that, if such Securities are convertible, such
Securities shall not be presented for payment until two business days
preceding the date on which such conversion rights would expire unless
Chase previously shall have received Written Instructions with respect
thereto;
(c) present for exchange all Securities in the Custody Account
converted pursuant to their terms into other Securities;
(d) in respect of securities in the Custody Account, execute in the
name of the Trust such ownership and other certificates as may be required
to obtain payments in respect thereto, provided that Chase shall have
requested and the Trust shall have furnished to Chase any information
necessary in connection with such certificates;
(e) exchange interim receipts or temporary Securities in the
Custody Account for definitive Securities; and
(f) receive and hold in the Custody Account all Securities received
as a distribution on Securities held in the Custody Account as a result of
a stock dividend, share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of rights or similar
Securities issued with respect to any Securities held in the Custody
Account.
11. RECORDS. Chase hereby agrees that Chase and any Chase Branch or
Foreign Bank shall create, maintain, and retain all records relating to their
activities and obligations as custodian for the Trust under this Agreement in
such manner as will meet the obligations of the Trust under the Act of 1940,
particularly Section 31 thereof and Rules 3la-I and 31a-2 thereunder, and
Federal, state and foreign tax laws and other legal or administrative rules or
procedures, in each case as currently in effect and applicable to the Trust. All
records so maintained in connection with the performance of its duties under
this Agreement shall, in the event of termination of this Agreement, be
preserved and maintained by Chase as required by regulation, and shall be made
available to the Trust or its agent upon request, in accordance with the
provisions of Section 19.
Chase hereby agrees, subject to restrictions under applicable laws, that
the books and records of Chase and any Chase Branch pertaining to their actions
under this Agreement shall be open to the physical, on-premises inspection and
audit at reasonable times by the independent accountants ("Accountants")
employed by, or other representatives of, the Trust. Chase hereby agrees that,
subject to restrictions under applicable laws, access shall be afforded to the
Accountants to such of the books and records of any Foreign Bank, Domestic
Securities Depository or Foreign Securities Depository with respect to
Securities and Cash as shall be required by the Accountants in connection with
their examination of the books and records pertaining to the affairs of the
Trust. Chase also agrees that as the Trust may reasonably request from time to
time, Chase shall provide the Accountants with information with respect to
Chase's and Chase Branches' systems of internal accounting controls as they
relate to the services provided under this Agreement, and Chase shall use its
best efforts to obtain and furnish similar information with respect to each
Domestic Securities Depository, Foreign Bank and Foreign Securities Depository
holding Securities and Cash.
12. REPORTS. Chase shall supply periodically, upon the reasonable request
of the Trust, such statements, reports, and advices with respect to Cash in the
Deposit Account and the Securities in the Custody Account and transactions in
Securities from time to time received and/or delivered for or from the Custody
Account, as the case may be, as the Trust shall require. Such statements,
reports and advices shall include an identification of the Chase Branch,
Domestic Securities Depository, Foreign Bank and Foreign Securities Depository
having custody of the Securities and Cash, and descriptions thereof.
13. REGISTRATION OF SECURITIES. Securities in the Custody Account which
are issued or issuable only in bearer form (except such securities as are held
in the Book-Entry System) shall be held by Chase, Chase Branches, Domestic
Securities Depositories, Foreign Banks or Foreign Securities Depositories in
that form. All other Securities in the Custody Account shall be held in
registered form in the name of Chase, or any Chase Branch, the BookEntry System,
Domestic Securities Depository, Foreign Bank or Foreign Securities Depository
and their nominees, as custodian or nominee. 14. STANDARD OF CARE.
(a) GENERAL. Chase shall assume entire responsibility for all
Securities held in the Custody Account, Cash held in the Deposit Account,
Cash or Securities held in the Segregated Account and any of the
Securities and Cash while in the possession of Chase or any Chase Branch,
Domestic Securities Depository, Foreign Bank or Foreign Securities
Depository, or in the possession or control of any employees, agents or
other personnel of Chase or any Chase Branch, Domestic Securities
Depository, Foreign Bank or Foreign Securities Depository; and shall be
liable to the Trust for any loss to the Trust occasioned by any
destruction of the Securities or Cash so held or WHILE in such possession,
by any robbery, burglary, larceny, theft or embezzlement by any employees,
agents or personnel of Chase or any Chase Branch, Domestic Securities
Depository, Foreign Bank or Foreign Securities Depository, and/or by
virtue of the disappearance of any of the Securities or Cash so held or
while in such possession, with or without any fault attributable to Chase
("fault attributable to Chase" for the purposes of this Agreement being
deemed to mean any negligent act or omission, robbery, burglary, larceny,
theft or embezzlement by any employees or agents of Chase or any Chase
Branch, Domestic Securities Depository, Foreign Bank or Foreign Securities
Depository). In the event of Chase's discovery or notification of any such
loss of Securities or Cash, Chase shall promptly notify the Trust and
shall reimburse the Trust to the extent of the market value of the missing
Securities or Cash as at the date of the discovery of such loss. The Trust
shall not be obligated to establish any negligence, misfeasance or
malfeasance on Chase's part from which such loss resulted, but Chase shall
be obligated hereunder to make such reimbursement to the Trust after the
discovery or notice of such loss, destruction or theft of such Securities
or Cash. Chase may at its option insure itself against loss from any cause
but shall be under no obligation to insure for the benefit of the Trust.
(b) COLLECTIONS. All collections of funds or other property paid or
distributed in respect of Securities held in the Custody Account shall be
made at the risk of the Trust. Chase shall have no liability for any loss
occasioned by delay in the actual receipt of notice by Chase (or by any
Chase Branch or Foreign Bank in the case of Securities or Cash held
outside of the United States) of any payment, redemption or other
transaction regarding Securities held in the Custody Account or Cash held
in the Deposit Account in respect of which Chase has agreed to take action
in the absence of Written Instructions to the contrary as provided in
Section 10 of this Agreement, which does not appear in any of the
publications referred to in Section 16 of this Agreement.
(c) EXCLUSIONS. Notwithstanding any other provision in this
Agreement to the contrary, Chase shall not be responsible for (i) losses
resulting from war or from the imposition of exchange control
restrictions, confiscation, expropriation, or nationalization of any
securities or assets of the issuer of such securities, or (ii) losses
resulting from any negligent act or omission of the Trust or any of its
affiliates, or any robbery, theft, embezzlement or fraudulent act by any
employee or agent of the Trust or any of its affiliates. Chase shall not
be liable for any action taken in good faith upon Written Instructions of
Authorized Persons of the Trust or upon any certified copy of any
resolution of the Board of Trustees of the Trust, and may rely on the
genuineness of any such documents which it may in good faith believe to be
validly executed.
(d) LIMITATION ON LIABILITY UNDER SECTION 14(A). Notwithstanding any
other provision in this Agreement to the contrary, it is agreed that
Chase's sole responsibility with respect to losses under Section 14(a)
shall be to pay the Trust the amount of any such loss as provided in
Section 14(a) (subject to the limitation provided in Section 14(e) of this
Agreement). This limitation does not apply to any liability of Chase under
Section 14(f) of this Agreement.
(e) ANNUAL ADJUSTMENT OF LIMITATION OF LIABILITY. As soon as
practicable after June I of every year, the Trust shall provide Chase with
the amount of its total net assets as of the close of business on such
date (or if the New York Stock Exchange is closed on such date, then in
that event as of the close of business on the next day on which the New
York Stock Exchange is open for business).
It is understood by the parties to this Agreement (1) that Chase has
entered into substantially similar custody agreements with other Xxxxxxxxx
Funds, all of which Funds have as their investment adviser either the
Investment Manager of the Fund or companies which are affiliated with the
Investment Manager; and (2) that Chase may enter into substantially
similar custody agreements with additional mutual funds under Xxxxxxxxx
management which may hereafter be organized. Each of such custody
agreements with each of such other Xxxxxxxxx Funds contains (or will
contain) a "Standard of Care" section similar to this Section 14, except
that the limit of CHASE'S liability is (or will be) in varying amounts for
each Fund, with the aggregate limits of liability in all of such
agreements, including this Agreement, amounting to $150,000,000.
On each June 1, Chase will total the net assets reported by each one
of the Xxxxxxxxx Funds, and will calculate the percentage of the aggregate
net assets of all the Xxxxxxxxx Funds that is represented by the net asset
value of this Trust. Thereupon Chase shall allocate to this Agreement with
this Trust that proportion of its total of $150,000,000 responsibility
undertaking which is substantially equal to the proportion which this
Trust's net assets bears to the total net assets of all such Xxxxxxxxx
Funds subject to adjustments for claims paid as follows: all claims
previously paid to this Trust shall first be deducted from its
proportionate allocable share of the $150,000,000 Chase responsibility,
and if the claims paid to this Trust amount to more than its allocable
share of the Chase responsibility, then the excess of such claims paid to
this Trust shall diminish the balance of the $150,000,000 Chase
responsibility available for the proportionate shares of all of the other
Xxxxxxxxx Funds having similar custody agreements with Chase. Based on
such calculation, and on such adjustment for claims paid, if any, Chase
thereupon shall notify the Trust of such limit of liability under this
Section 14 which will be available to the Trust with respect to (1) losses
in excess of payment allocations for previous years and (2) losses
discovered during the next year this Agreement remains in effect and until
a new determination of such limit of responsibility is made on the next
succeeding June 1.
(f) OTHER LIABILITY. Independently of Chase's liability to the Trust
as provided in Section 14(a) above (it being understood that the
limitations in Sections 14(d) and 14(e) do not apply to the provisions of
this Section 14(f)), Chase shall be responsible for the performance of
only such duties as are set forth in this Agreement or contained in
express instructions given to Chase which are not contrary to the
provisions of this Agreement. Chase will use and require the same care
with respect to the safekeeping of all Securities held in the Custody
Account, Cash held in the Deposit Account, and Securities or Cash held in
the Segregated Account as it uses in respect of its own similar property,
but it need not maintain any insurance for the benefit of the Trust. With
respect to Securities and Cash held outside of the United States, Chase
will be liable to the Trust for any loss to the Trust resulting from any
disappearance or destruction of such Securities or Cash while in the
possession of Chase or any Chase Branch, Foreign Bank or Foreign
Securities Depository, to the same extent it would be liable to the Trust
if Chase had retained physical possession of such Securities and Cash in
New York. It is specifically agreed that Chase's liability under this
Section 14(f) is entirely independent of Chase's liability under Section
14(a). Notwithstanding any other provision in this Agreement to the
contrary, in the event of any loss giving rise to liability under this
Section 14(f) that would also give rise to liability under Section 14(a),
the amount of such liability shall not be charged against the amount of
the limitation on liability provided in Section 14(d).
(g) COUNSEL; LEGAL EXPENSES. Chase shall be entitled to the advice
of counsel (who may be counsel for the Trust) at the expense of the Trust,
in connection with carrying out Chase's duties hereunder and in no event
shall Chase be liable for any action taken or omitted to be taken by it in
good faith pursuant to advice of such counsel. If, in the absence of fault
attributable to Chase and in the course of or in connection with carrying
out its duties and obligations hereunder, any claims or legal proceedings
are instituted against Chase or any Chase Branch by third parties, the
Trust will hold Chase harmless against any claims, liabilities, costs,
damages or expenses incurred in connection therewith and, if the Trust so
elects, the Trust may assume the defense thereof with counsel satisfactory
to Chase, and thereafter shall not be responsible for any further legal
fees that may be incurred by Chase, provided, however, that all of the
foregoing is conditioned upon the Trust's receipt from Chase of prompt and
due notice of any such claim or proceeding.
15. EXPROPRIATION INSURANCE. Chase represents that it does not intend to
obtain any insurance for the benefit of the Trust which protects against the
imposition of exchange control restrictions on the transfer from any foreign
jurisdiction of the proceeds of sale of any Securities or against confiscation,
expropriation OR nationalization of any securities or the assets of the issuer
of such securities by a government of any foreign country in which the issuer of
such securities is organized or in which securities are held for safekeeping
either by Chase, or any Chase Branch, Foreign Bank or Foreign Securities
Depository in such country. Chase has discussed the availability of
expropriation insurance with the Trust, and has advised the Trust as to its
understanding of the position of the staff of the Securities and Exchange
Commission that any investment company investing in securities of foreign
issuers has the responsibility for reviewing the possibility of the imposition
of exchange control restrictions which would affect the liquidity of such
investment company's assets and the possibility of exposure to political risk,
including the appropriateness of insuring against such risk. The Trust has
acknowledged that it has the responsibility to review the possibility of such
risks and what, if any, action should be taken.
16. PROXY. NOTICES. REPORTS. ETC. Chase shall watch for the dates of
expiration of (a) all purchase or sale rights (including warrants, puts, calls
and the like) attached to or inherent in any of the Securities held in the
Custody Account and (b) conversion rights and conversion price changes for each
convertible Security held in the Custody Account as published in Telstat
Services, Inc., Standard & Poor's Financial Inc. and/or any other publications
listed in the Operating Agreement (it being understood that Chase may give
notice to the Trust as provided in Section 21 as to any change, addition and/or
omission in the publications watched by Chase for these purposes). If Chase or
any Chase Branch, Foreign Bank or Foreign Securities Depository shall receive
any proxies, notices, reports, or other communications relative to ANY of the
Securities held in the Custody Account, Chase shall, on its behalf or on behalf
of a Chase Branch, Foreign Bank or Foreign Securities Depository, promptly
transmit in writing any such communication to the Trust. In addition, Chase
shall notify the Trust by person-to-person collect telephone concerning any such
notices relating to any matters specified in the first sentence of this Section
16.
As specifically requested by the Trust, Chase shall execute or deliver or
shall cause the nominee in whose name Securities are registered to execute and
deliver to such person as may be designated by the Trust proxies, consents,
authorizations and any other instruments whereby the authority of the Trust as
owner of any Securities in the Custody Account registered in the name of Chase
or such nominee, as the case may be, may be exercised. Chase shall vote
Securities in accordance with Written Instructions timely received by Chase, or
such other person or persons as designated in or pursuant to the Operating
Agreement.
Chase and any Chase Branch shall have no liability for any loss or
liability occasioned by delay in the actual receipt by them or any Foreign Bank
or Foreign Securities Depository of notice of any payment or redemption which
does not appear in any of the publications referred to in the first sentence of
this Section 16.
17. COMPENSATION. The Trust agrees to pay to Chase from time to time such
compensation for its services pursuant to this Agreement as may be mutually
agreed upon in writing from time to time and Chase's out-of-pocket or incidental
expenses, as from time to time shall be mutually agreed upon by Chase and the
Trust. The Trust shall have no responsibility for the payment of services
provided by any Domestic Securities Depository, such fees being paid directly by
Chase. In the event of any advance of Cash for any purpose made by Chase
pursuant to any Written Instruction, or in the event that Chase or any nominee
of Chase shall incur or be assessed any taxes in connection with the performance
of this Agreement, the Trust shall indemnify and reimburse Chase therefor,
except such assessment of taxes as results from the negligence, fraud, or
willful misconduct of Chase, any Domestic Securities Depository, Chase Branch,
Foreign Bank or Foreign Securities Depository, or as constitutes a tax on
income, gross receipts or the like of any one or more of them. Chase shall have
a lien on Securities in the Custody Account and on Cash in the Deposit Account
for any amount owing to Chase from time to time under this Agreement upon due
notice to the Trust.
18. AGREEMENT SUBJECT TO APPROVAL OF THE FUND. It is understood that
------------------------------------------
this Agreement and any amendments shall be subject to the approval of the
Trust.
19. TERM. This Agreement shall remain in effect until terminated by either
party upon 60 days' written notice to the other, sent by registered mail.
Notwithstanding the preceding sentence, however, if at any time after the
execution of this Agreement Chase shall provide written notice to the Trust, by
registered mail, of the amount needed to meet a substantial increase in the cost
of maintaining its present type and level of bonding and insurance coverage in
connection with Chase's undertakings in Section 14(a), (d) and (e) of this
Agreement, said Section 14(a), (d) AND (e) of this Agreement shall cease to
apply 60 days after the providing of such notice by Chase, unless prior to the
expiration of such 60 days the Trust agrees in writing to assume the amount
needed for such purpose. Chase, upon the date this Agreement terminates pursuant
to notice which has been given in a timely fashion, shall, and/or shall cause
each Domestic Securities Depository to, deliver the Securities in the Custody
Account, pay the Cash in the Deposit Account, and deliver and pay Securities and
Cash in the Segregated Account to the Trust unless Chase has received from the
Trust 60 days prior to the date on which this Agreement is to be terminated
Written Instructions specifying the name(s) of the person(s) to whom the
Securities in the Custody Account shall be delivered, the Cash in the Deposit
Account shall be paid, and Securities and Cash in the Segregated Account shall
be delivered and paid. Concurrently with the delivery of such Securities, Chase
shall deliver to the Trust, or such other person as the Trust shall instruct,
the records referred to in Section I I which are in the possession or control of
Chase, any Chase Branch, or any Domestic Securities Depository, or any Foreign
Bank or Foreign Securities Depository, or in the event that Chase is unable to
obtain such records in their original form Chase shall deliver true copies of
such records.
20. AUTHORIZATION OF CHASE TO EXECUTE NECESSARY DOCUMENTS. In connection
with the performance of its duties hereunder, the Trust hereby authorizes and
directs Chase and each Chase Branch acting on behalf of Chase, and Chase hereby
agrees, to execute and deliver in the name of the Trust, or cause such other
Chase Branch to execute and deliver in the name of the Trust, such certificates,
instruments, and other documents as shall be reasonably necessary in connection
with such performance, provided that the Trust shall have furnished to Chase ANY
information necessary in connection therewith.
21. NOTICES. Any notice or other communication authorized or required by
this Agreement to be given to the parties shall be sufficiently given (except to
the extent otherwise specifically provided) if addressed and mailed postage
prepaid or delivered to it at its office at the address set forth below:
If to the Trust, then to
Franklin Xxxxxxxxx International Trust
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
Attention: Xxxxx Xxxx
If to Chase, then to
The Chase Manhattan Bank, N.A.
XxxxxXxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Global Custody Division Executive
or such other person or such other address as any party shall have
furnished to the other party in writing.
22. NON-ASSIGNABILITY OF AGREEMENT. This Agreement shall not be
--------------------------------
assignable by either party hereto; provided, however, that any corporation into
which the Trust or Chase, as the case may be, may be merged or converted or with
which it may be consolidated, or any corporation succeeding to all or
substantially all of the trust business of Chase, shall succeed to the
respective rights and shall assume the respective duties of the Trust or of
Chase, as the case may be, hereunder.
23. GOVERNING LAW. This Agreement shall be governed by the laws of
--------------
the State of New York.
24. COMPLIANCE WITH 1940 ACT RULE 17F-5 ("RULE 17F-5").
---------------------------------------------------
(a) Fund's board of directors (or equivalent body) (hereinafter "Board")
hereby delegates to Bank, and Bank hereby accepts the delegation to it of, the
obligation to perform as Fund's "Foreign Custody Manager" (as that term is
defined in rule 17f-5(a)(3)), including for the purposes of: (i) selecting
"Eligible Foreign Custodians" (as that term is defined in rule 17f-5(a)(1), as
the same may be amended from time to time, or that have otherwise been exempted
by SEC exemptive order, rule other appropriate SEC action) to hold Fund's
"Foreign Assets" (as that term is defined in rule 17f-5(a)(2), and (ii)
evaluating the contractual arrangements with such Eligible Foreign Custodians
(as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody
arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Fund's Board of the placement
of Foreign Assets with particular Eligible Foreign Custodians and of
any material change in the arrangements with such Eligible Foreign
Custodians, with such reports to be provided to Fund's Board at such
times as the Board deems reasonable and appropriate based on the
circumstances of Fund's foreign custody arrangements but until
further notice from Fund requesting a different schedule, such
reports shall be provided not less than quarterly in summary form,
with a more detailed report annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Fund's Foreign Custody Manager as a person having
responsibility for the safekeeping of Foreign Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Foreign Assets placed and maintained in the
safekeeping of such Eligible Foreign Custodian shall be subject to
reasonable care, based on the standards applicable to custodians in
the relevant market, after having considered all factors relevant to
the safekeeping of such Assets, including, without limitation, those
factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide
reasonable care for Foreign Assets based on the standards applicable
to custodians in the relevant market as provided in rule 17f-5(c)
(2); and
(v) have established a system to monitor the continued
appropriateness of maintaining Foreign Assets with particular
Eligible Foreign Custodians and performance of the governing
contractual arrangements; it being understood, however, that in the
event that Bank shall have determined that the existing Eligible
Foreign Custodian in a given country would no longer afford Foreign
Assets reasonable care and that no other Eligible Foreign Custodian
in that country would afford reasonable care, Bank shall promptly so
advise Fund and shall then act in accordance with the Instructions
of Fund with respect to the disposition of the affected Foreign
Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to
place and maintain Foreign Assets on behalf of Fund with Eligible
Foreign Custodians pursuant to a written contract deemed appropriate
by Bank.
(c) Except as expressly provided herein and in Section 24 hereof, Fund
shall be solely responsible to assure that the maintenance of Foreign Assets
hereunder complies with the rules, regulations, interpretations and exemptive
orders promulgated by or under the authority of the SEC.
(d) Bank represents to Fund that it is a U.S. Bank as defined in rule
17f-5(a)(7). Fund represents to Bank that: (1) the Assets being placed and
maintained in Bank's custody are subject to the Investment Company Act of 1940,
as amended (the "1940 Act") as the same may be amended from time to time; (2)
its Board (or other governing body) has determined that it is reasonable to rely
on Bank to perform as Fund's Foreign Custody Manager; and (3) its Board (or
other governing body) or its investment adviser shall have determined that Fund
may maintain Foreign Assets in each country in which Fund's Foreign Assets shall
be held hereunder and determined to accept the risks arising therefrom
(including, but not limited to, a country's financial infrastructure, prevailing
custody and settlement practices, laws applicable to the safekeeping and
recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively ("Country
Risk")). Nothing contained herein shall require Bank to make any selection on
behalf of Fund that would entail consideration of Country Risk and, except as
may be provided in (e) below, to engage in any monitoring of Country Risk.
(e) Bank shall provide to Fund such information relating to Country Risk
as is specified in Schedule C hereto. Fund hereby acknowledges that: (i) such
information is solely designed to inform Fund of market conditions and
procedures and is not intended as a recommendation to invest or not invest in
particular markets; and (ii) Bank has gathered the information from sources it
considers reliable, but that Bank shall have no responsibility for inaccuracies
or incomplete information.
25. Compliance with 1940 Act rule 17f-7 ("rule 17f-7").
(a) Bank shall, for consideration by Fund, provide an analysis in
accordance with rule 17f-7(a)(1)(i)(A) of the custody risks associated with
maintaining Fund's Foreign Assets with each Eligible Securities Depository used
by Bank as of the date hereof (or, in the case of an Eligible Securities
Depository not used by Bank as of the date hereof, prior to the initial
placement of Fund's Foreign Assets at such Depository) and at which any Foreign
Assets of Fund are held or are expected to be held. The foregoing analysis will
be provided to Fund and its investment adviser(s) ("Adviser") at Bank's Website.
In connection with the foregoing, either Fund or Adviser shall notify Bank of
any Eligible Securities Depositories at which it does not choose to have its
Foreign Assets held. Bank shall monitor the custody risks associated with
maintaining Fund's Foreign Assets at each such Eligible Securities Depository on
a continuing basis and shall promptly notify Fund or Adviser of any material
changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in
performing the requirements set forth in Section 24(a) above.
(c) Based on the information available to it in the exercise of diligence,
Bank shall determine the eligibility under rule 17f-7 of each depository before
including it on Appendix 1-B hereto and shall promptly advise Fund and Adviser
if any Eligible Securities Depository ceases to be eligible. (Eligible
Securities Depositories used by Bank as of the date hereof are set forth in
Appendix 1-B hereto, and as the same may be amended on notice to Fund and
Adviser from time to time.)
THE CHASE MANHATTAN BANK, N.A.
/s/Xxxxxx X. Xxxxxx
Vice President
FRANKLIN XXXXXXXXX INTERNATIONAL TRUST
Name /s/Xxxxxx Xxxx
Title Assistant Secretary
Schedule C
INFORMATION REGARDING COUNTRY RISK
1. To aid Fund in its determinations regarding Country Risk, Bank shall
furnish annually and upon the initial placing of Foreign Assets into a country
the following information (check items applicable):
A Opinions of local counsel concerning:
___ i. Whether applicable foreign law would restrict the access afforded Fund's
independent public accountants to books and records kept by an Eligible Foreign
Custodian located in that country.
___ ii. Whether applicable foreign law would restrict the Fund's ability to
recover its assets in the event of the bankruptcy of an Eligible Foreign
Custodian located in that country.
iii. Whether applicable foreign law would restrict the Fund's ability to
recover assets that are lost while under the control of an Eligible Foreign
Custodian located in the country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization, freezes, or
confiscation of Fund's assets.
ii. Whether difficulties in converting Fund's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions,
(iii) foreign exchange, (iv) securities settlement and registration, (v)
taxation, (vi) market settlement risk, (vii) Eligible Securities Depositories
(including Depository evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
Schedule B
ELIGIBLE SECURITIES DEPOSITORIES
-------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------------------------------------------------------------
ARGENTINA CVSA Equity, Corporate + Government
(Caja de Valores S.A.) Debt
-------------------------------------------------------------------------------
Argentina CRYL Government Debt
(Central de Registration y
Liquidacion de Instrumentos de
Endeudamiento Publico)
-------------------------------------------------------------------------------
AUSTRALIA AUSTRACLEAR LIMITED Corporate Debt, Money Market +
Semi-Government Debt
-------------------------------------------------------------------------------
AUSTRALIA CHESS Equity
(Clearing House Electronic
Sub-register System)
-------------------------------------------------------------------------------
AUSTRALIA RITS Government Debt
(Reserve Bank of
Australia/Reserve Bank
Information and Transfer System)
-------------------------------------------------------------------------------
AUSTRIA OEKB Equity, Corporate + Government
(Oesterreichische Kontrollbank Debt
AG)
-------------------------------------------------------------------------------
BELGIUM CIK Equity + Corporate Debt
(Caisse Interprofessionnelle de
Depots et de Virements de
Titres S.A.)
-------------------------------------------------------------------------------
XXXXXXX XXX Government Debt
(National Bank of Belgium)
-------------------------------------------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de
Liquidacao e Custodia)
-------------------------------------------------------------------------------
BRAZIL CETIP Corporate Debt
(Central de Custodia e
Liquidacao Financiera de
Titulos Privados)
-------------------------------------------------------------------------------
BRAZIL SELIC Government Debt
(Sistema Especial de Liquidacao
e Custodia)
-------------------------------------------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
-------------------------------------------------------------------------------
BULGARIA CDAD Equity
(Central Depository A.D.)
-------------------------------------------------------------------------------
CANADA CDS Equity, Corporate +
(The Canadian Depository for Government Debt
Securities Limited)
-------------------------------------------------------------------------------
CHILE DCV Equity, Corporate +
(Deposito Central de Valores Government Debt
S.A.)
-------------------------------------------------------------------------------
CHINA, SHANGHAI SSCCRC Equity
(Shanghai Securities Central
Clearing and Registration
Corporation)
-------------------------------------------------------------------------------
CHINA, SHENZHEN SSCC Equity
(Shenzhen Securities Clearing
Company, Limited)
-------------------------------------------------------------------------------
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
-------------------------------------------------------------------------------
COLOMBIA DECEVAL Equity, Corporate +
(Deposito Centralizado de Government Debt
Valores de Colombia S.A.)
-------------------------------------------------------------------------------
CROATIA SDA Equity + Government Debt
(Central Depository Agency Inc.
- Stredisnja depozitarna
agencija d.d.)
-------------------------------------------------------------------------------
CROATIA MINISTRY OF FINANCE OF THE Short-term debt issued by
REPUBLIC OF CROATIA the Ministry of Finance.
-------------------------------------------------------------------------------
CROATIA Short-term debt issued by
CNB the National Bank of
(Croation National Bank) Croatia.
-------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate +
(Stredisko cennych papiru) Government Debt
-------------------------------------------------------------------------------
CZECH REPUBLIC CNB Government Debt
(Czech National Bank)
-------------------------------------------------------------------------------
DENMARK VP Equity, Corporate +
(Vaerdipapircentralen A/S) Government Debt
-------------------------------------------------------------------------------
EGYPT MCSD Equity + Corporate Debt
(Misr for Clearing, Settlement
and Depository, S.A.E.)
-------------------------------------------------------------------------------
ESTONIA ECDS Equity
(Estonian Central Depository for
Securities Limited - Eesti
Vaatpaberite Keskdepositoorium)
-------------------------------------------------------------------------------
EUROMARKET DCC Euro-CDs
(The Depository and Clearing
Centre)
-------------------------------------------------------------------------------
EUROMARKET CLEARSTREAM Euro-Debt
(Clearstream Banking, S.A.)
-------------------------------------------------------------------------------
EUROMARKET EUROCLEAR Euro-Debt
-------------------------------------------------------------------------------
FINLAND APK Equity, Corporate +
(Finnish Central Securities Government Debt
Depository Limited)
-------------------------------------------------------------------------------
FRANCE SICOVAM Equity, Corporate +
(Societe Interprofessionnelle Government Debt
pour la Compensation des Valeurs
Mobilieres, S.A.)
-------------------------------------------------------------------------------
GERMANY CLEARSTREAM Equity, Corporate +
(Clearstream Banking AG) Government Debt
-------------------------------------------------------------------------------
GREECE CSD Equity + Corporate Debt
(Central Securities Depository
S.A.)
-------------------------------------------------------------------------------
GREECE BOG Government Debt
(Bank of Greece)
-------------------------------------------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing
Company Limited)
-------------------------------------------------------------------------------
HONG KONG CMU Corporate + Government Debt
(Central Moneymarkets Unit)
-------------------------------------------------------------------------------
HUNGARY KELER Equity, Corporate +
(Central Depository and Clearing Government Debt
House - Kosponti Elszamolohaz es
Ertektar (Budapest) Rt.)
-------------------------------------------------------------------------------
INDIA NSDL Equity
(National Securities Depository
Limited)
-------------------------------------------------------------------------------
INDIA CDSL Equity
(Central Depository Services
(India) Limited)
-------------------------------------------------------------------------------
INDIA RBI Government Debt
(Reserve Bank of India)
-------------------------------------------------------------------------------
INDONESIA KSEI Equity
(PT Kustodian Sentral Efek
Indonesia)
-------------------------------------------------------------------------------
IRELAND CREST Equity + Corporate Debt
(CRESTCo Limited)
-------------------------------------------------------------------------------
IRELAND CBISSO Government Debt
(Central Bank of Ireland
Securities Settlements Office)
-------------------------------------------------------------------------------
ISRAEL TASE CLEARING HOUSE Equity, Corporate +
(Tel Aviv Stock Exchange Government Debt
Clearing House)
-------------------------------------------------------------------------------
ITALY MONTE TITOLI S.P.A. Equity + Corporate Debt
-------------------------------------------------------------------------------
ITALY BANCA D'ITALIA Government Debt
-------------------------------------------------------------------------------
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque
de Reglement)
-------------------------------------------------------------------------------
JAPAN JASDEC Equity + Convertible Debt
(Japan Securities Depository
Center)
-------------------------------------------------------------------------------
JAPAN BOJ Registered Government Debt
(Bank of Japan)
-------------------------------------------------------------------------------
KAZAKHSTAN CSD Equity
(Central Securities Depository
CJSC)
-------------------------------------------------------------------------------
LATVIA LCD Equity, Corporate +
(Latvian Central Depository) Government Debt
-------------------------------------------------------------------------------
LEBANON MIDCLEAR X.X.X. Equity
(Custodian and Clearing Center
of Financial Instruments for
Lebanon and the Middle East
X.X.X.)
-------------------------------------------------------------------------------
LITHUANIA CSDL Equity + Government Debt
(Central Securities Depository
of Lithuania)
-------------------------------------------------------------------------------
LUXEMBOURG CLEARSTREAM Equity
(Clearstream Banking S.A.)
-------------------------------------------------------------------------------
MALAYSIA MCD Equity + Corporate Debt
(Malaysian Central Depository
Sdn. Bhd.)
-------------------------------------------------------------------------------
MAURITIUS CDS Equity + Corporate Debt
(Central Depository and
Settlement Company Limited)
-------------------------------------------------------------------------------
MEXICO INDEVAL Equity, Corporate +
(S.D. INDEVAL S.A. de C.V.) Government Debt
-------------------------------------------------------------------------------
MOROCCO MAROCLEAR Equity, Corporate +
Government Debt
-------------------------------------------------------------------------------
NETHERLANDS NECIGEF Equity, Corporate +
(Nederlands Centraal Insituut Government Debt
voor Giraal Effectenverkeer B.V.)
-------------------------------------------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate +
(New Zealand Central Securities Government Debt
Depository)
-------------------------------------------------------------------------------
NIGERIA CSCS Equity, Corporate +
(Central Securities Clearing Government Debt
System Limited)
-------------------------------------------------------------------------------
NORWAY VPS Equity, Corporate +
(Verdipapirsentralen) Government Debt
-------------------------------------------------------------------------------
OMAN MDSRC Equity
(The Muscat Depository and
Securities Registration Company,
S.A.O.C.)
-------------------------------------------------------------------------------
PAKISTAN CDC Equity + Corporate Debt
(Central Depository Company of
Pakistan Limited)
-------------------------------------------------------------------------------
PAKISTAN SBP Government Debt
(State Bank of Pakistan)
-------------------------------------------------------------------------------
PERU CAVALI Equity, Corporate +
(CAVALI ICLV S.A.) Government Debt
-------------------------------------------------------------------------------
PHILIPPINES PCD Equity
(Philippine Central Depository
Inc.)
-------------------------------------------------------------------------------
PHILIPPINES XXXX Government Debt
(Bangko Sentral ng Pilipinas /
Register of Scripless Securities)
-------------------------------------------------------------------------------
POLAND NDS Equity + Long-Term
(National Depository for Government Debt
Securities S.A.)
-------------------------------------------------------------------------------
POLAND CRT Short-Term Government Debt
(Central Registry of
Treasury-Bills)
-------------------------------------------------------------------------------
PORTUGAL CVM Equity, Corporate +
(Central de Valores Mobiliarios Government Debt
e Sistema de Liquidacao e
Compensacao)
-------------------------------------------------------------------------------
ROMANIA SNCDD Equity
(National Company for Clearing,
Settlement and Depository for
Securities)
-------------------------------------------------------------------------------
ROMANIA BSE Equity
(Bucharest Stock Exchange
Registry)
-------------------------------------------------------------------------------
RUSSIA VTB Government Debt (Ministry
(Vneshtorgbank) of Finance Bonds)
-------------------------------------------------------------------------------
RUSSIA NDC Equity, Corporate +
(National Depository Centre) Government Debt
-------------------------------------------------------------------------------
RUSSIA DCC Equity
(Depository Clearing Company)
-------------------------------------------------------------------------------
SINGAPORE CDP Equity + Corporate Debt
(The Central Depository (Pte)
Limited)
-------------------------------------------------------------------------------
SINGAPORE SGS Government Debt
(Monetary Authority of Singapore
/ Singapore Government
Securities Book-Entry System)
-------------------------------------------------------------------------------
SLOVAK REPUBLIC SCP Equity, Corporate +
(Stredisko cennych papierov SR Government Debt
Bratislava, a.s.)
-------------------------------------------------------------------------------
SLOVAK REPUBLIC NBS Government Debt
(National Bank of Slovakia)
-------------------------------------------------------------------------------
SLOVENIA KDD Equity + Corporate Debt
(Centralna klirinsko depotna xxxxxx x.x.)
-------------------------------------------------------------------------------
SOUTH AFRICA CDL Corporate + Government Debt
(Central Depository (Pty) Limited)
-------------------------------------------------------------------------------
SOUTH AFRICA STRATE Equity
(Share Transactions Totally
Electronic)
-------------------------------------------------------------------------------
SOUTH KOREA KSD Equity, Corporate +
(Korea Securities Depository) Government Debt
-------------------------------------------------------------------------------
SPAIN SCLV Equity + Corporate Debt
(Servicio de Compensacion y
Liquidacion de Valores, S.A.)
-------------------------------------------------------------------------------
SPAIN CBEO Government Debt
(Banco de Espana / Central Book
Entry Office)
-------------------------------------------------------------------------------
SRI LANKA CDS Equity
(Central Depository System
(Private) Limited)
-------------------------------------------------------------------------------
SWEDEN VPC Equity, Corporate +
(Vardepapperscentralen AB) Government Debt
-------------------------------------------------------------------------------
SWITZERLAND SIS Equity, Corporate +
(SIS SegaInterSettle AG) Government Debt
-------------------------------------------------------------------------------
TAIWAN TSCD Equity + Government Debt
(Taiwan Securities Central
Depository Co., Ltd.)
-------------------------------------------------------------------------------
THAILAND TSD Equity, Corporate +
(Thailand Securities Depository Government Debt
Company Limited)
-------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity + Corporate Debt
(Societe Tunisienne
Interprofessionnelle pour la
Compensation et le Depot des
Valeurs Mobilieres)
-------------------------------------------------------------------------------
TURKEY TAKASBANK Equity + Corporate Debt
(IMKB Takas ve Saklama Bankasi
A.S.)
-------------------------------------------------------------------------------
TURKEY CBT Government Debt
(Central Bank of Turkey)
-------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity + Corporate Debt
(CRESTCo Limited)
-------------------------------------------------------------------------------
UNITED KINGDOM CMO Sterling & Euro CDs + CP
(Central Moneymarkets Office)
-------------------------------------------------------------------------------
UNITED STATES DTC Equity + Corporate Debt
(Depository Trust Company)
-------------------------------------------------------------------------------
UNITED STATES PTC Mortgage Back Debt
(Participants Trust Company)
-------------------------------------------------------------------------------
UNITED STATES FED Government Debt
(The Federal Reserve Book-Entry
System)
-------------------------------------------------------------------------------
URUGUAY BCU Government Debt
(Banco Central del Uruguay)
-------------------------------------------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
-------------------------------------------------------------------------------
ZAMBIA CSD Equity + Government Debt
(XxXX Central Shares Depository
Limited)
-------------------------------------------------------------------------------
ZAMBIA BOZ Government Debt
(Bank of Zambia)
-------------------------------------------------------------------------------
