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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(State of incorporation
if not a U.S. national bank)
| 95-3571558
(I.R.S. employer
identification no.) |
700 South Flower Street
Suite 500 Los Angeles, California (Address of principal executive offices) |
90017
(Zip code)
|
| |
| |
IVZ, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of
incorporation or organization) | 58-2287224 (I.R.S. employer
identification no.) |
Two Peachtree Pointe 1555 Peachtree Street, NE, Suite 1800 Atlanta, Georgia
(Address of principal executive offices) | 30309
(Zip code) |
___________________________
Unsecured Senior Debt Securities
Unsecured Subordinated Debt Securities
(Title of Indenture Securities)
| 1. | General information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury | Washington, D.C. 20219 |
Federal Reserve Bank | San Francisco, California 94105 |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-152875). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
| 4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875). |
| 6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and State of Georgia, on the 12th day of May, 2009.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Name: Karen Z. Kelly
Title: Vice President
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business March 31, 2009, published in accordance with Federal regulatory authority instructions.
ASSETS
Cash and balances due from
| Noninterest-bearing balances |
| and currency and coin | 1,267 |
| Interest-bearing balances | 88,233 |
Securities:
| Held-to-maturity securities | 22 |
| Available-for-sale securities | 444,137 |
Federal funds sold and securities
| purchased under agreements to resell: |
| Securities purchased under agreements to resell | 0 |
Loans and lease financing receivables:
| Loans and leases held for sale | 0 |
| LESS: Allowance for loan and |
| Loans and leases, net of unearned |
Premises and fixed assets (including
| capitalized leases) | 12,131 |
Investments in unconsolidated
| subsidiaries and associated |
Not applicable
Intangible assets:
| Other intangible assets | 265,381 |
LIABILITIES
Deposits:
| Noninterest-bearing 1,807 |
Federal funds purchased and securities
| sold under agreements to repurchase: |
| Securities sold under agreements to repurchase | 0 |
Other borrowed money:
| (includes mortgage indebtedness |
| and obligations under capitalized |
Not applicable
Not applicable
Subordinated notes and debentures | 0 |
Minority interest in consolidated subsidiaries | 0 |
EQUITY CAPITAL
Perpetual preferred stock and related surplus | 0 |
Surplus (exclude all surplus related to preferred stock) | 1,121,520 |
Accumulated other comprehensive
Other equity capital components | 0 |
Total equity capital | 1,395,956 |
Total liabilities, minority interest, and equity capital | 1,841,075 |
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
| Karen Bayz | ) | Vice President |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
| Frank P. Sulzberger, MD | ) | Directors (Trustees) |
