EX-99.28.G.II 11 w83456bexv99w28wgwii.htm EX-99.28.G.II exv99w28wgwii
Exhibit (g)(ii)
FOREIGN CUSTODY MANAGER AGREEMENT
     AGREEMENT made as of March 14, 2011 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).
WITNESSETH:
     WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;
     WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;
     NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:
ARTICLE I.
DEFINITIONS
     Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
     1. “Board” shall mean the board of directors or board of trustees, as the case may be, of the Fund.
     2. “Eligible Foreign Custodian” shall have the meaning provided in the Rule.
     3. “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.
     4. “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.
     5. “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended on June 12, 2000.
     6. “Specified Country” shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York Mellon as custodian (the “Custodian”) under its Custody Agreement with the Fund.

 

 

ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER
     1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.
     2. BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund’s assets would exercise.
     3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund’s foreign custody arrangements written reports notifying the Board of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian.
ARTICLE III.
RESPONSIBILITIES
     1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule, provided however that BNY’s consideration of such factors shall in no way be deemed to be an evaluation of Country Risks (defined below) for investment purposes (b) determine that the Fund’s foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund’s assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.
     2. For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an

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Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
ARTICLE IV.
REPRESENTATIONS
     1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund’s execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present, and (c) the Board or the Fund’s investment advisor has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country.
     2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; and (c) BNY has established the Monitoring System.
ARTICLE V.
CONCERNING BNY
     1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.
     2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.

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     3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed.
     4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.
ARTICLE VI.
MISCELLANEOUS
     1. This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.
     2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 1 Wall Street, , New York, New York 10286, or at such other place as BNY may from time to time designate in writing.
     3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 103 Bellevue Parkway Wilmington, Delaware 19809 or at such other place as the Fund may from time to time designate in writing.
     4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.
     5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
     6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.

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     7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
     8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.
     IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.
         
  EACH OF THE FUNDS OR SERIES IDENTIFIED IN ANNEX I
 		  
  By:   /s/ Joel L. Weiss    
    Title: President   
       
 
  THE BANK OF NEW YORK MELLON
 		  
  By:   /s/ Scott LaVasseur    
    Title: Managing Director   
       

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ANNEX I
     
Fund Name   Tax Identification
Boston Advisors Broad Allocation Fund
 
Cutwater Investment Grade Bond Fund
 
Dupont Emerging Markets Equity Fund
 
Formula Investing International Value 400 Fund
 
Formula Investing International Value Select Fund
 
Pemberwick Fund
 
Private Capital Management Value Fund
 
WHV International Equity Fund
 
WHV Emerging Markets Equity Fund
 

 

 

SCHEDULE I
Eligible Depositories
             
            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Argentina
  Caja de Valores S.A.   There has been no major change since our last review.   Yes
 
            
 
  Central de Liquidacion y Registracion de Instrumentos de Endeudamiento Publico (CRYL)   There has been no major change since our last review.   Yes
 
            
Australia
  ASX Settlement and Transfer Corporation Pty Ltd   There has been no major change since our last review.   Yes
 
            
 
  Austraclear Limited   There has been no major change since our last review.   Yes
 
            
Austria
  Oesterreichische Kontrollbank AG (OeKB)   There has been no major change since our last review.   Yes
 
            
Bahrain
  The Clearing, Settlement and Central Depository (CSD)   There has been no major change since our last review.   Yes
 
            
Bangladesh
  Central Depository Bangladesh Limited   There has been no major change since our last review.   Yes
 
            
Belgium
  Euroclear Belgium   There has been no major change since our last review.   Yes
 
            
 
  Banque Nationale de Belgique / Nationale Bank van België   There has been no major change since our last review.   Yes
 
            
Benin
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Bermuda
  Bermuda Securities Depository (BSD)   There has been no major change since our last review.   Yes
 
            
Botswana
  The Bank of Botswana   There have been no major changes since our last review.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
 
  Central Securities Depository Company of Botswana Limited (CSDB)   There have been no major changes since our last review.   Yes
 
            
Brazil
  BM&FBOVESPA — Central Securities Depository   There has been no major change since our last review.   Yes
 
            
 
  Central de Custodia e Liquidacao Financeira de Titulos — CETIP   There has been no major change since our last review.   Yes
 
            
  Sistema Especial de Liquidacao e de Custodia (SELIC)   There has been no major change since our last review.   Yes
 
            
Bulgaria
  Tzentralen Depozitar AD (CDAD)   There has been no major change since our last review.   Yes
 
            
 
  Bulgarian National Bank (BNB)   There has been no major change since our last review.   Yes
 
            
Burkina Faso
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Canada
  The Canadian Depository for Securities (CDS)   There has been no major change since our last review.   Yes
 
            
Chile
  Depósito Central de Valores S.A.   There has been no major change since our last review.   Yes
 
            
China — Shanghai
  China Securities Depository and Clearing Corporation Ltd Shanghai Branch   There has been no major change since our last review.   Yes
 
            
China — Shenzhen
  China Securities Depository and Clearing Corporation Ltd Shenzhen Branch   There has been no major change since our last review.   Yes
 
            
Colombia
  Deposito Centralizado de Valores de Colombia DECEVAL S.A.   There has been no major change since our last review.   Yes
 
            
 
  Depósito Central de Valores (DCV)   There has been no major change since our last review.   Yes
 
            
Costa Rica
  Central de Valores, S.A.   There has been no major change since our last review.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Croatia
  Središnje klirinško depozitarno društvo, d.d.   On August 3, 2009, the SKDD increased the limit applicable to contractual settlement to HRK 10 million.   Yes
 
            
Cyprus
  Central Securities Depository & Central Registry (CDCR)   Since January 2, 2009, income and corporate events entitlements are based on settled (i. o. traded) positions on record date. On November 21, 2009, the Central Securities Depository & Central Registry (CDCR) successfully connected to the Link-Up Markets infrastructure.   Yes
 
            
Czech Republic
  Středisko Cenných Papírů (SCP)   There has been no major change since our last review.   Yes
 
            
 
  Czech National Bank (CNB)   There has been no major change since our last review.   Yes
 
            
Denmark
  VP SECURITIES A/S   On March 16, 2009, the CSD Vaerdipapircentralen A/S changed its name to VP SECURITIES A/S and moved to new premises. On March 30, 2009, VP SECURITIES A/S successfully connected to the Link-Up Markets infrastructure. On October 9, 2009, mandatory Central Counterparty (CCP) clearing services for on-exchange trades were introduced. Pursuant to this change, new buy-in rules and partial settlement during the last batch (batch 40) have been introduced for CCP-eligible transactions.   Yes
 
            
Egypt
  Misr for Central Clearing, Depository and Registry (MCDR)   There has been no major change since our last review.   Yes
 
            
 
  Central Bank of Egypt   There has been no major change since our last review.   Yes
 
            
Estonia
  AS Eesti Väärtpaberikeskus   There has been no major change since our last review.   Yes
 
            
Euromarket
  Clearstream Banking S.A. Luxembourg   There has been no major change since our last review.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
 
  Euroclear Bank Brussels   For certain types of instructions, Euroclear Bank has removed the overnight input deadline and extended its automatic real-time processing window.   Yes
 
            
Finland
  Euroclear Finland Oy   A new mandatory CCP and buy-in procedures have been introduced for on-exchange trades.   Yes
 
            
France
  Euroclear France   There has been no major change since our last review.   Yes
 
            
Germany
  Clearstream Banking AG, (CBF)   On April 27, 2009, CBF introduced TARGET2 cash clearing in the day-time settlement process and a new CONT-SDS free-of-payment settlement cycle.
Since September 2009, DVP cross border settlement of OTC transactions in Austria, Denmark, Germany and Switzerland has been possible through CBF’s connection to Link Up Markets.
On November 9, 2009, CBF introduced the matching of free-of-payment OTC settlement instructions. 		  Yes
 
            
Ghana
  Bank of Ghana   Trading and settlement of government securities now takes place on the OTC market.   Yes
 
            
 
  GSE Securities Depository Company LTD   This is the first review for this CSD.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Greece
  Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry (HELEX)   On June 29, 2009, HELEX successfully connected to the Link-Up Markets infrastructure.
Several technical improvements for the settlement of OTC trades were introduced on June 29, 2009, including matching cycles every 15 minutes, a hold and release mechanism, the possibility to bilaterally cancel matched trades, additional instruction fields and the availability of additional transaction details through the CSD system.
On November 2, 2009, the “Supplementary Fund” changed into the “Clearing Fund”, with a transfer of all members contributions; a more favorable daily risk calculation algorithm was introduced and a credit line for the Clearing Fund arranged with local banks in order to reduce the contributions of the clearing members. 		  Yes
 
            
 
  Trapeza tis Hellathos (Bank of Greece)   Since July 6, 2009, BrokerTec implemented a direct link with BOGS (the Bank of Greece Settlement System), thereby operating under the same model as EuroMTS.
Since November 2, 2009, failing trades (with the exception of Repo and buy-sell back trades) are recycled for ten consecutive days; and additional information concerning shortages of cash or securities, alleged transactions and matching statuses, as well as the original contractual settlement date are available through the BOGS and HDAT systems. 		  Yes
 
            
Guinea Bissau
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Hong Kong
  Hong Kong Securities Clearing Company Limited   There has been no major change since our last review.   Yes
 
            
 
  Central Moneymarkets Unit   There has been no major change since our last review.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Hungary
  Központi Elszámolóház és Értéktár (Budapest) Zrt. (KELER)   There has been no major change since our last review.   Yes
 
            
Iceland
  Verðbréfaskráning Íslands hf. (VS)   There has been no major change since our last review.   Yes
 
            
India
  National Securities Depository Limited   Effective December 1, 2009, all corporate bond trades are required to be cleared and settled through the clearing houses.   Yes
 
            
 
  Reserve Bank of India   There has been no major change since our last review.   Yes
 
            
 
  Central Depository Services (India) Limited   Effective December 1, 2009, all corporate bond trades are required to be cleared and settled through the clearing houses.   Yes
 
            
Indonesia
  PT Kustodian Sentral Efek Indonesia (KSEI)   There has been no major change since our last review.   Yes
 
            
 
  Bank Indonesia (BI)   Bank Indonesia has indicated that based on BI regulation No. 10/2/PBI/2008, it does not guarantee settlement and does not accept liability for reconciliation errors with the registrar and/or issuers, and force majeure events, acts of God or political events, etc.   Yes
 
            
Ireland
  Euroclear UK & Ireland Limited   There has been no major change since our last review.   Yes
 
            
Israel
  The Tel Aviv Stock Exchange Ltd. — The Stock Exchange Clearing House Ltd. (TASECH)   There has been no major change since our last review.   Yes
 
            
Italy
  Monte Titoli S.p.A.   There has been no major change since our last review.   Yes
 
            
Ivory Coast
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Japan
  The Bank of Japan (BOJ)   There has been no major change since our last review.   Yes
 
            
 
  Japan Securities Depository Center, Inc (JASDEC)   There has been no major change since our last review.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Jordan
  Securities Depository Center   There has been no major change since our last review.   Yes
 
            
Kazakhstan
  The Central Securities Depository JSC (CSD)   The CSD no longer maintains a reserve fund to cover operational losses. Any such losses would be covered from the net income or capital of the CSD.   Yes
 
            
Kenya
  The National Debt Office   Government bonds are now traded on the Automated Trading System of the Nairobi Stock Exchange which is linked to the National Debt Office   Yes
 
            
 
  The Central Depository and Settlement Corporation Ltd (CDSC)   There has been no major change since our last review.   Yes
 
            
Kuwait
  Kuwait Clearing Company S.A.K. (KCC)   There has been no major change since our last review.   Yes
 
            
Latvia
  Latvijas Centralais Depozitarijs   There has been no major change since our last review.   Yes
 
            
Lebanon
  Midclear — Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East   There has been no major change since our last review.   Yes
 
            
 
  Banque du Liban (BOL)   There has been no major change since our last review.   Yes
 
            
Lithuania
  Lietuvos centrinis vertybinių popierių depozitoriumas (CSDL)   There has been no major change since our last review.   Yes
 
            
Luxembourg
  Clearstream Banking S.A.   There has been no major change since our last review.   Yes
 
            
Malaysia
  Bank Negara Malaysia   BNM has outsourced the operation of its depository system to MyClear, which is a fully owned subsidiary of BNM.   Yes
 
            
 
  Bursa Malaysia Depository Sdn Bhd   There has been no major change since our last review.   Yes
 
            
Mali
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Malta
  Central Securities Depository, Malta Stock Exchange plc   There has been no major change since our last review.   Yes
 
            
Mauritius
  Bank of Mauritius   There has been no major change since our last review.   Yes
 
            
 
  Central Depository & Settlement Co. Ltd   There has been no major change since our last review.   Yes
 
            
Mexico
  S.D. Indeval, S.A. de C.V. (Indeval)   There has been no major change since our last review.   Yes
 
            
Morocco
  Maroclear   There has been no major change since our last review.   Yes
 
            
Netherlands
  Euroclear Nederland   There has been no major change since our last review.   Yes
 
            
New Zealand
  The New Zealand Central Securities Depository Limited   There has been no major change since our last review.   Yes
 
            
Niger
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Nigeria
  Central Securities Clearing System Ltd   There has been no major change since our last review.   Yes
 
            
Norway
  Verdipapirsentralen ASA   The financial regulatory authority changed its name from Kredittilsynet to Finanstilsynet on December 21, 2009.   Yes
 
            
Oman
  Muscat Depository & Securities Registration Company (MDSRC)   There has been no major change since our last review.   Yes
 
            
Pakistan
  The State Bank of Pakistan (SBP)   There has been no major change since our last review.   Yes
 
            
 
  Central Depository Company of Pakistan Limited   There has been no major change since our last review.   Yes
 
            
Palestinian Autonomous Area
  Clearing, Depository and Settlement Department   There has been no major change since our last review.   Yes
 
            
Peru
  CAVALI S.A. ICLV   There has been no major change since our last review.   Yes
 
            
Philippines
  Philippine Depository Trust Company   A new web-based depository system known as eCS was implemented in June 2009.   Yes

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            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
 
  The Bureau of Treasury   There has been no major change since our last review.   Yes
 
            
Poland
  Register of Securities (RoS) (Centralny Rejestr Bonow Skarbowych)   There has been no major change since our last review.   Yes
 
            
 
  Krajowy Depozyt Papierow Wartosciowych (NDS)   The NDS has taken out insurance coverage for fidelity, operational errors, errors and omissions and computer fraud.   Yes
 
            
Portugal
  Interbolsa (Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)   There has been no major change since our last review.   Yes
 
            
 
  Banco de Portugal (Bank of Portugal)   On March 2, 2009, SPGT, the national large value RTGS payment system, was replaced by TARGET2-PT.   Yes
 
            
Qatar
  Central Clearing and Registration Department   In June 2009, the Qatar Exchange (QE) replaced the Doha Securities Market (DSM).   Yes
 
            
Romania
  Depozitarul Central S.A.   There has been no major change since our last review.   Yes
 
            
 
  National Bank of Romania (NBR)   There has been no major change since our last review.   Yes
 
            
Russia
  The National Depository Center   The NDC restructured itself as a closed joint-stock company in August 2009.   Yes
 
            
 
  ZAO Depository Clearing Company (DCC)   In 2008, the DCC increased its capital to approximately RUB 800 million.   N/A
 
            
Saudi Arabia
  Saudi Arabia Monetary Agency   There has been no major change since our last review.    
 
            
Senegal
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Serbia
  Centralni registar depo i kliring hartija od vrednosti (Central Securities Depository & Clearing House CRHoV)   There has been no major change since our last review.   Yes

-15-

 

             
            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Singapore
  The Central Depository (Pte) Ltd.   On August 21, 2009, the earmarking of securities for On Exchange Free of Payment (FOPT) transactions was introduced.
On November 20, 2009, a uniform cut-off time of 12 p.m. on SD was introduced for DVP and FOP settlement in PSMS.
Effective December 14, 2009, the buy-in on failed deliveries occur on TD+3 (SD), instead of on T+4 (SD+1).
On November 20, 2009, an interim measure was introduced to exempt buy-ins and related penalties on failed deliveries due to securities borrowing and lending recalls. 		  Yes
 
            
 
  The Monetary Authority of Singapore (MAS)   There has been no major change since our last review.   Yes
 
            
Slovak Republic
  Centrálny depozitár cenných papierov SR, a. s. (CDCP)   There has been no major change since our last review.   Yes
 
            
Slovenia
  Centralna Klirinško Depotna Družba d.d. (KDD)   There has been no major change since our last review.   Yes
 
            
South Africa
  Share Transactions Totally Electronic Limited (STRATE)   The money market instruments platform is being implemented.   Yes
 
            
South Korea
  Korea Securities Depository   There has been no major change since our last review.   Yes
 
            
Spain
  IBERCLEAR (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.)   There has been no major change since our last review.   Yes
 
            
Sri Lanka
  Central Depository Systems (Pvt) Ltd   There has been no major change since our last review.   Yes
 
            
 
  Central Bank of Sri Lanka   There has been no major change since our last review.   Yes
 
            
Sweden
  Euroclear Sweden   A new mandatory CCP and buy-in procedures have been introduced for on-exchange trades.   Yes

-16-

 

             
            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
Switzerland
  SIX SIS Ltd   SIX Swiss Exchange Europe Ltd. closed on May 4, 2009.   Yes
 
            
Taiwan
  Taiwan Depository & Clearing Corporation   There has been no major change since our last review.   Yes
 
            
 
  Central Bank of the Republic of China (Taiwan)   There has been no major change since our last review.   Yes
 
            
Thailand
  The Thailand Securities Depository Co., Ltd  
•    The financial results of the TSD have been consolidated with the SET’s financial statements and the depository no longer publishes separate financial information.
   Yes
 
            
 
     
•    Since February 15, 2010, the Thailand Clearing House Co. Ltd (TCH) has taken over the role of central counterparty from the TSD for listed equities and fixed income instruments.
    
 
            
Togo
  Dépositaire Central/Banque de Règlement (DCBR)   There has been no major change since our last review.   Yes
 
            
Trinidad & Tobago
  The Trinidad and Tobago Central Securities Depository Limited (TTCD)   There has been no major change since our last review.   Yes
 
            
Tunisia
  Société Tunisienne Interprofessionnelle pour la Compensation et les Dépôts de Valeurs Mobilières (STICODEVAM)   There has been no major change since our last review.   Yes
 
            
Turkey
  Central Registry Agency (CRA) Inc   There has been no major change since our last review.   Yes
 
            
 
  Central Bank of Turkey (CBT)   There has been no major change since our last review.   Yes
 
            
Uganda
  Bank of Uganda   This is the first review for this CSD.   Yes
 
            
U.A.E.
  Abu Dhabi Securities Exchange   There has been no major change since our last review.   Yes
 
            
 
  NASDAQ Dubai Limited   There has been no major change since our last review.   Yes

-17-

 

             
            Eligible
            Securities
            Depository
        Major Changes Since Last   Under Rule
Country / Market   CSD   review   17f-7
 
  Dubai Financial Market (DFM)   There has been no major change since our last review.   Yes
 
            
Ukraine
  The National Bank of Ukraine (NBU)   There has been no major change since our last review.   Yes
 
            
 
  All-Ukrainian Securities Depository   In October 2009, the All-Ukrainian Securities Depository (AUSD) became the successor to the Interregional Securities Union (MFS).   Yes
 
            
United Kingdom
  Euroclear UK & Ireland Limited   There has been no major change since our last review.   Yes
 
            
Uruguay
  Banco Central del Uruguay (BCU)   There has been no major change since our last review.   Yes
 
            
Venezuela
  Caja Venezolana de Valores (CVV)   There has been no major change since our last review.   Yes
 
            
 
  Banco Central de Venezuela (BCV)   There has been no major change since our last review.   Yes
 
            
Vietnam
  The Vietnam Securities Depository   There has been no major change since our last review.   Yes
 
            
Zambia
  Lusaka Stock Exchange Central Shares Depository Ltd. (LuSECSD)   A segregated account structure by investor has been adopted at LuSECSD.   Yes
 
            
 
  The Bank of Zambia   There has been no major change since our last review.   Yes

-18-