CUSTODY AGREEMENT
AGREEMENT dated as of January 2, 2002, between JPMORGANCHASE ("JPMorgan"),
having its principal place of business at 000 Xxxx Xxx., Xxx Xxxx, X.X.
00000-0000, and FTI FUNDS, a Massachusetts business trust, (the "Trust") and an
investment company registered under the Investment Company Act of 1940 ("Act of
1940"), having its principal place of business at Xxx Xxxxxxxx Xxxxxxx, Xxx
Xxxxx, XX 00000 or 000 Xxxx Xxxxxxx Xxxx., Xx. Xxxxxxxxxx, XX 00000, on behalf
of the Funds from time to time listed in Schedule A hereto (each a "Fund", and
collectively, the "Funds").
WHEREAS, the Trust wishes to appoint JPMorgan as custodian of the Funds'
securities and assets and JPMorgan is willing to act as custodian under the
terms and conditions hereinafter set forth;
NOW, THEREFORE, the Trust on behalf of each Fund and its successors and
assigns and JPMorgan and its successors and assigns, hereby agree as follows:
1. APPOINTMENT AS CUSTODIAN. JPMorgan 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, each Fund for credit to each Fund's
deposit account or accounts administered by JPMorgan, JPMorgan 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 JPMorgan
and/or any JPMorgan Branch, Domestic Securities Depository, Foreign Bank or
Foreign Securities Depository for the account of a 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 JPMorgan agrees to act as custodian is hereby denominated
as a special deposit which shall be held in trust for the benefit of each Fund
and to which JPMorgan, JPMorgan Branches and Domestic Securities Depositories
and/or Foreign Banks and Foreign Securities Depositories shall have no ownership
rights, and JPMorgan 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 Funds with JPMorgan (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 JPMorgan subject
to the claims of creditors.
2. AUTHORIZATION TO USE BOOK-ENTRY SYSTEM, DOMESTIC
SECURITIES DEPOSITORIES, BRANCH OFFICES. FOREIGN BANKS AND FOREIGN SECURITIES
DEPOSITORIES. JPMorgan is hereby authorized to appoint and utilize, subject to
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 JPMorgan and as to
which JPMorgan has received a certified copy of a resolution of the
Trust's Board of Trustees authorizing deposits therein;
B. JPMorgan's foreign branch offices in the United Kingdom, Hong
Kong, Singapore, and Tokyo, and such other foreign branch offices of
JPMorgan located in countries approved by the Board of Trustees of the
Trust as to which JPMorgan shall have given prior notice to the Trust;
3. DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings:
(a) "Authorized Persons of the Trust" 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 JPMorgan, to act as Authorized
Persons hereunder. Such persons shall continue to be Authorized Persons of
the Trust, 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 JPMorgan a written notice of the Trust
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 JPMorgan 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 JPMorgan liability (including, but not limited to,
Sections 7, 10, 14, and 16-17), Foreign Bank shall not include any Foreign
Bank as to which JPMorgan 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 JPMorgan 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 JPMorgan 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 Trust 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 JPMorgan.
(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. JPMorgan shall
not cause Securities and Cash to be held in any country outside the United
States until the Trust has directed the holding of each Fund's assets in such
country. JPMorgan 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 JPMorgan; and
(d) the risk analysis furnished by JPMorgan pursuant to Section 24(a)
hereof.
5. At the request of Trust, JPMorgan may, but need not, add an
Eligible Foreign Custodian where JPMorgan 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 JPMorgan liability (including, but not limited
to, Sections 7, 10, 14, and 16-17). JPMorgan shall notify Trust in the
event that it elects to add any such entity.
6. CONDITIONS ON SELECTION OF FOREIGN BANK OR FOREIGN SECURITIES
DEPOSITORY. JPMorgan shall authorize the holding of Securities and
Cash by a JPMorgan 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. JPMORGAN BRANCHES AND FOREIGN BANKS NOT AGENTS OF THE TRUST. JPMorgan
Branches, Foreign Banks and Foreign Securities Depositories shall be subject to
the instructions of JPMorgan and/or the Foreign Bank, and not to those of the
Trust. JPMorgan warrants and represents that all such instructions shall afford
protection to the Trust at least equal to that afforded for Securities held
directly by JPMorgan. Any JPMorgan Branch, Foreign Bank or Foreign Securities
Depository shall act solely as agent of JPMorgan 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 JPMorgan Branches, such
Securities may be placed in an omnibus account for the customers of JPMorgan,
and JPMorgan 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 JPMorgan in the Custody Account; (b) with respect to Securities
deposited by JPMorgan with a Foreign Bank, a Domestic Securities Depository or a
Foreign Securities Depository, JPMorgan shall identify on its books as belonging
to the Trust the Securities shown on JPMorgan'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, JPMorgan shall cause the Foreign Bank to identify on its
books as belonging to JPMorgan, 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 JPMorgan pursuant to this Agreement shall be subject
only to the instructions of JPMorgan, JPMorgan Branches or their agents.
JPMorgan shall only deposit Securities with a Foreign Bank in accounts that
include only assets held by JPMorgan for its customers.
8a. SEGREGATED ACCOUNT FOR FUTURES CONTRACTS. With respect to every
futures contract purchased, sold or cleared for the Custody Account, JPMorgan
agrees, pursuant to Written Instructions, to:
(a) deposit original margin and variation margin payments in a
segregated account maintained by JPMorgan; 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 JPMorgan) or
broker-dealers, of United States or foreign government obligations subject to
repurchase agreements, JPMorgan agrees, pursuant to Written Instructions, to:
(a) deposit such securities and repurchase agreements in a
segregated account maintained by JPMorgan; and
(b) promptly show on JPMorgan's records that such securities and
repurchase agreements are being held on behalf of a Fund and deliver to
the Trust a written confirmation to that effect.
8c. SEGREGATED ACCOUNTS FOR DEPOSITS OF COLLATERAL. JPMorgan agrees, with
respect to (i) cash or high quality debt securities to secure each 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 each 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 JPMorgan; and
(b) promptly to show on JPMorgan's records that such collateral is
being held on behalf of a 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 JPMorgan 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 JPMorgan Branches and omnibus
accounts of JPMorgan 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 JPMorgan at its office in London and shall be deemed
to be Cash held by JPMorgan in the Deposit Account. Unless JPMorgan receives
Written Instructions to the contrary, cash received or credited by JPMorgan or
any other JPMorgan 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 JPMorgan's preferred rates through JPMorgan,
its affiliates or JPMorgan Branches), and shall be automatically transmitted
back to JPMorgan 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
JPMorgan 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.
JPMorgan shall make or cause the appropriate JPMorgan 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
each Fund and only against the receipt of such Securities by JPMorgan or
by another appropriate JPMorgan 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 JPMorgan 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
JPMorgan, any JPMorgan 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 a 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 JPMorgan
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 JPMorgan receives Written Instructions to the contrary, JPMorgan
shall, and shall cause each JPMorgan 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 each 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
JPMorgan 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 JPMorgan shall have
requested and the Trust shall have furnished to JPMorgan 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. JPMorgan hereby agrees that JPMorgan and any JPMorgan 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-1 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 JPMorgan 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.
JPMorgan hereby agrees, subject to restrictions under applicable laws,
that the books and records of JPMorgan and any JPMorgan 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. JPMorgan
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. JPMorgan also agrees that as the Trust may reasonably
request from time to time, JPMorgan shall provide the Accountants with
information with respect to JPMorgan's and JPMorgan Branches' systems of
internal accounting controls as they relate to the services provided under this
Agreement, and JPMorgan 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. JPMorgan 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 JPMorgan
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 JPMorgan, JPMorgan 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 JPMorgan, or any JPMorgan 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. JPMorgan 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 JPMorgan or any JPMorgan
Branch, Domestic Securities Depository, Foreign Bank or Foreign Securities
Depository, or in the possession or control of any employees, agents or
other personnel of JPMorgan or any JPMorgan 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 JPMorgan or any JPMorgan 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 JPMorgan ("fault attributable to JPMorgan" 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
JPMorgan or any JPMorgan Branch, Domestic Securities Depository, Foreign
Bank or Foreign Securities Depository). In the event of JPMorgan's
discovery or notification of any such loss of Securities or Cash, JPMorgan
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 JPMorgan's part
from which such loss resulted, but JPMorgan 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. JPMorgan 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. JPMorgan shall have no liability for any
loss occasioned by delay in the actual receipt of notice by JPMorgan (or
by any JPMorgan 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 JPMorgan 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, JPMorgan 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. JPMorgan 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
JPMorgan'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 JPMorgan
under Section 14(f) of this Agreement.
(e) ANNUAL ADJUSTMENT OF LIMITATION OF LIABILITY. As soon as
practicable after June 1 of every year, the Trust shall provide JPMorgan
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 JPMorgan
has entered into substantially similar custody agreements with other
Franklin 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 JPMorgan may enter
into substantially similar custody agreements with additional mutual funds
under Franklin Xxxxxxxxx management which may hereafter be organized. Each
of such custody agreements with each of such other Franklin Xxxxxxxxx
Funds contains (or will contain) a "Standard of Care" section similar to
this Section 14, except that the limit of JPMORGAN'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, JPMorgan will total the net assets reported by each
one of the Franklin Xxxxxxxxx Funds, and will calculate the percentage of
the aggregate net assets of all the Franklin Xxxxxxxxx Funds that is
represented by the net asset value of this Trust. Thereupon JPMorgan 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 Franklin 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
JPMorgan responsibility, and if the claims paid to this Trust amount to
more than its allocable share of the JPMorgan responsibility, then the
excess of such claims paid to this Trust shall diminish the balance of the
$150,000,000 JPMorgan responsibility available for the proportionate
shares of all of the other Franklin Xxxxxxxxx Funds having similar custody
agreements with JPMorgan. Based on such calculation, and on such
adjustment for claims paid, if any, JPMorgan 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 JPMorgan'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)), JPMorgan shall be responsible for the performance of
only such duties as are set forth in this Agreement or contained in
express instructions given to JPMorgan which are not contrary to the
provisions of this Agreement. JPMorgan 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, JPMorgan
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 JPMorgan or any JPMorgan Branch, Foreign Bank or Foreign
Securities Depository, to the same extent it would be liable to the Trust
if JPMorgan had retained physical possession of such Securities and Cash
in New York. It is specifically agreed that JPMorgan's liability under
this Section 14(f) is entirely independent of JPMorgan'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. JPMorgan 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 JPMorgan's duties hereunder and in no
event shall JPMorgan 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 JPMorgan and in the course of or in connection
with carrying out its duties and obligations hereunder, any claims or
legal proceedings are instituted against JPMorgan or any JPMorgan Branch
by third parties, the Trust will hold JPMorgan 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 JPMorgan, and thereafter shall not be
responsible for any further legal fees that may be incurred by JPMorgan,
provided, however, that all of the foregoing is conditioned upon the
Trust's receipt from JPMorgan of prompt and due notice of any such claim
or proceeding.
15. EXPROPRIATION INSURANCE. JPMorgan 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 JPMorgan, or any JPMorgan Branch, Foreign Bank or Foreign Securities
Depository in such country. JPMorgan 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. JPMorgan 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 JPMorgan may give
notice to the Trust as provided in Section 21 as to any change, addition and/or
omission in the publications watched by JPMorgan for these purposes). If
JPMorgan or any JPMorgan 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, JPMorgan shall, on its behalf
or on behalf of a JPMorgan Branch, Foreign Bank or Foreign Securities
Depository, promptly transmit in writing any such communication to the Trust. In
addition, JPMorgan 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, JPMorgan 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
JPMorgan or such nominee, as the case may be, may be exercised. JPMorgan shall
vote Securities in accordance with Written Instructions timely received by
JPMorgan, or such other person or persons as designated in or pursuant to the
Operating Agreement.
JPMorgan and any JPMorgan 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 JPMorgan 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 JPMorgan's out-of-pocket or
incidental expenses, as from time to time shall be mutually agreed upon by
JPMorgan 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 JPMorgan. In the event of any advance of Cash for any purpose made
by JPMorgan pursuant to any Written Instruction, or in the event that JPMorgan
or any nominee of JPMorgan shall incur or be assessed any taxes in connection
with the performance of this Agreement, the Trust shall indemnify and reimburse
JPMorgan therefor, except such assessment of taxes as results from the
negligence, fraud, or willful misconduct of JPMorgan, any Domestic Securities
Depository, JPMorgan 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. JPMorgan shall have a lien on Securities in the Custody Account and on
Cash in the Deposit Account for any amount owing to JPMorgan from time to time
under this Agreement upon due notice to the Trust.
18. AGREEMENT SUBJECT TO APPROVAL OF THE TRUST. 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 JPMorgan 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 JPMorgan'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 JPMorgan, unless prior to
the expiration of such 60 days the Trust agrees in writing to assume the amount
needed for such purpose. JPMorgan, 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 JPMorgan 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,
JPMorgan shall deliver to the Trust, or such other person as the Trust shall
instruct, the records referred to in Section 11 which are in the possession or
control of JPMorgan, any JPMorgan Branch, or any Domestic Securities Depository,
or any Foreign Bank or Foreign Securities Depository, or in the event that
JPMorgan is unable to obtain such records in their original form JPMorgan shall
deliver true copies of such records.
20. AUTHORIZATION OF JPMORGAN TO EXECUTE NECESSARY DOCUMENTS. In
connection with the performance of its duties hereunder, the Trust hereby
authorizes and directs JPMorgan and each JPMorgan Branch acting on behalf of
JPMorgan, and JPMorgan hereby agrees, to execute and deliver in the name of the
Trust, or cause such other JPMorgan 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 JPMorgan 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
FTI Funds
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
Attention: Secretary
If to JPMorgan, then to
JPMORGANCHASE
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 JPMorgan, 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 JPMorgan, shall succeed to the
respective rights and shall assume the respective duties of the Trust or of
JPMorgan, 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) Trust's board of trustees (or equivalent body) (hereinafter "Board")
hereby delegates to Bank, and Bank hereby accepts the delegation to it of, the
obligation to perform as each 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 a 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 Trust'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 Trust's Board at such
times as the Board deems reasonable and appropriate based on the
circumstances of a Fund's foreign custody arrangements but until
further notice from a 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 a 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 a 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 a 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, a 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 each Fund that it is a U.S. Bank as defined in rule
17f-5(a)(7). Trust 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 each Fund's Foreign Custody Manager; and (3) its Board (or
other governing body) or its investment adviser shall have determined that each
Fund may maintain Foreign Assets in each country in which a 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 a 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 Trust such information relating to Country Risk
as is specified in Schedule C hereto. Trust hereby acknowledges that: (i) such
information is solely designed to inform a 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 Trust, provide an analysis in
accordance with rule 17f-7(a)(1)(i)(A) of the custody risks associated with
maintaining a 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 a Fund are held or are expected to be held. The foregoing analysis
will be provided to Trust and its investment adviser(s) ("Adviser") at Bank's
Website. In connection with the foregoing, either Trust 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 a Fund's Foreign Assets at each such Eligible Securities Depository
on a continuing basis and shall promptly notify Trust 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 Trust 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 Trust and
Adviser from time to time.)
JPMORGANCHASE
/s/ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx
Vice President
FTI FUNDS
/s/ Xxxxxx X. Xxxx
-----------------------
Xxxxxx X. Xxxx
Vice President &
Assistant Secretary
SCHEDULE A
FUND LIST
FTI European Smaller Companies Fund
FTI Large Capitalization Growth and Income Fund
FTI Small Capitalization Equity Fund
FTI Bond Fund
FTI Municipal Bond Fund
FTI International Equity Fund
FTI Large Capitalization Growth Fund
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 +
(Caja de Valores S.A.) Government 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 +
(Oesterreichische Government Debt
Kontrollbank 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 Government Debt
for Securities Limited)
--------------------------------------------------------------------------------
CHILE DCV Equity, Corporate +
(Deposito Central de Government Debt
Valores S.A.)
--------------------------------------------------------------------------------
CHINA, SSCCRC Equity
SHANGHAI (Shanghai Securities
Central Clearing and
Registration Corporation)
--------------------------------------------------------------------------------
CHINA, SSCC Equity
SHENZHEN (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 CNB Short-term debt issued by
(Croatian National Bank) the National Bank of
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 Government Debt
Securities Depository
Limited)
--------------------------------------------------------------------------------
FRANCE SICOVAM Equity, Corporate +
(Societe Government Debt
Interprofessionnelle 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 Government Debt
Clearing 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 Government Debt
Depository)
--------------------------------------------------------------------------------
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 Government Debt
Insituut voor Giraal
Effectenverkeer B.V.)
--------------------------------------------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate +
(New Zealand Central Government Debt
Securities Depository)
--------------------------------------------------------------------------------
NIGERIA CSCS Equity, Corporate +
(Central Securities Government Debt
Clearing 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 Government Debt
Mobiliarios 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 Government Debt
Centre)
--------------------------------------------------------------------------------
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 SCP Equity, Corporate +
REPUBLIC (Stredisko cennych Government Debt
papierov SR Bratislava,
a.s.)
--------------------------------------------------------------------------------
SLOVAK NBS Government Debt
REPUBLIC (National Bank of Slovakia)
--------------------------------------------------------------------------------
SLOVENIA KDD Equity + Corporate Debt
(Centralna klirinsko
depotna xxxxxx x.x.)
--------------------------------------------------------------------------------
SOUTH AFRICA CDL Corporate + Government
(Central Depository (Pty) Debt
Limited)
--------------------------------------------------------------------------------
SOUTH AFRICA STRATE Equity
(Share Transactions
Totally Electronic)
--------------------------------------------------------------------------------
SOUTH KOREA KSD Equity, Corporate +
(Korea Securities 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 Government Debt
Depository 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)
--------------------------------------------------------------------------------
