WORLEY LIMITED — Major Shareholding Notification 2015

Mar 29, 2015

Form 605 Corporations Act 2001
Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	WORLEYPARSONS LIMITED
ACN/ARSN	096 090 158
1. Details of substantial holder (1)
Name	Morgan Stanley and its subsidiaries listed in Annexure A
ACN/ARSN (if applicable)	Not Applicable
The holder ceased to be a substantial holder on The previous notice was given to the company on The previous notice was dated	March 25, 2015 March 17, 2015 March 13, 2015

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of Securities affected	Person's votes affected
3/16/2015	Morgan Stanley Australia Securities Limited	Buy	9.9651	106,891 Ordinary Shares	106,891
3/16/2015	Morgan Stanley & Co. International plc	Buy	9.9507	200,201 Ordinary Shares	200,201
3/16/2015	Morgan Stanley Australia Securities Limited	Sell	9.2473	-34,694 Ordinary Shares	$-34.694$
3/16/2015	Morgan Stanley & Co. International plc	Sell	9.2209	-105,942 Ordinary Shares	$-105,942$
3/16/2015	Morgan Stanley Smith Barney LLC	Buy	7.5868 (ADR - in USD).	60 American Depositary Receipt	60
3/16/2015	Morgan Stanley Australia Securities Limited	Borrow	N/A	55,000 Ordinary Shares	55,000
3/17/2015	Morgan Stanley Australia Securities Limited	Buy	10.0603	79,393 Ordinary Shares	79.393
3/17/2015	Morgan Stanley Australia Securities Limited	Sell	9.7423	-271,327 Ordinary Shares	$-271,327$
3/17/2015	Morgan Stanley & Co. International plc	Sell	9.7692	-105,942 Ordinary Shares	$-105,942$
3/17/2015	Morgan Stanley Smith Barney LLC	Buy	7.6268 (ADR - in USD)	250 American Depositary Receipt	250
3/17/2015	Morgan Stanley & Co. LLC	Borrow	N/A	114,761 Ordinary Shares	114.761
3/17/2015	Morgan Stanley Investment Management Limited	Buy	9.9883	3,062 Ordinary Shares	3.062
3/18/2015	Morgan Stanley Australia Securities Limited	Buy	9.7570	181,869 Ordinary Shares	181,869
3/18/2015	Morgan Stanley & Co. International plc	Buy	97648	57,347 Ordinary Shares	57,347
3/18/2015	Morgan Stanley Australia Securities Limited	Sell	10.0832	-215,023 Ordinary Shares	$-215.023$
3/18/2015	Morgan Stanley & Co. International plc.	Sell	10.1053	-53,006 Ordinary Shares	$-53,006$
3/18/2015	Morgan Stanley Smith Barney LLC	Sell	7.5933 (ADR - in USD)	-15 American Depositary Receipt	$-15$
3/18/2015	Morgan Stanley & Co. LLC	Borrow Returned	N/A	-89,809 Ordinary Shares	-89.809
3/18/2015	Morgan Stanley & Co. International plc.	Borrow	N/A	130,224 Ordinary Shares	130.224
3/18/2015	Morgan Stanley Investment Management Limited	Sell	9.9882	-13,335 Ordinary Shares	$-13,335$
3/19/2015	Morgan Stanley Australia Securities Limited	Buy	9.9804	121,944 Ordinary Shares	121,944
3/19/2015	Morgan Stanley & Co. International plc.	Buy	10.0019	48,270 Ordinary Shares	48.270
3/19/2015	Morgan Stanley Australia Securities Limited	Sell	9.9416	-172,004 Ordinary Shares	$-172,004$
3/19/2015	Morgan Stanley & Co. International plc.	Sell	9.9139	-1,435 Ordinary Shares	$-1.435$ ℀

3/19/2015	Morgan Stanley & Co. International pic	Borrow Returned	N/A	-16,412 Ordinary Shares	$-16,412$
3/20/2015	Morgan Stanley Australia Securities Limited	Buy	10.0444	175,538 Ordinary Shares	175,538
3/20/2015	Morgan Stanley & Co. International plc.	Buy	10.0300	3,077 Ordinary Shares	3,077
3/20/2015	Morgan Stanley Australia Securities Limited	Sell	10.0714	-121,944 Ordinary Shares	$-121,944$
3/23/2015	Morgan Stanley Australia Securities Limited	Buy	10.1291	141,469 Ordinary Shares	141,469
3/23/2015	Morgan Stanley Australia Securities Limited	Sell	9.7623	-187 340 Ordinary Shares	$-187,340$
3/23/2015	Morgan Stanley Investment Management Inc.	Sell	9,9200	-2,226 Ordinary Shares	$-2.226$
3/23/2015	Morgan Stanley Investment Management Inc.	Buy	10.1156	2,555 Ordinary Shares	2,555
3/24/2015	Morgan Stanley Australia Securities Limited	Buy	10.1768	171,719 Ordinary Shares	171,719
3/24/2015	Morgan Stanley & Co. International plc.	Buy	10.1793	51,775 Ordinary Shares	51775
3/24/2015	Morgan Stanley Australia Securities Limited	Sell	9.9935	-92,354 Ordinary Shares	$-92,354$
3/24/2015	Morgan Stanley & Co. International plc.	Sell	9.9922	-105,900 Ordinary Shares	$-105,900$
3/24/2015	Morgan Stanley & Co. LLC	Borrow Returned	N/A	-30,000 Ordinary Shares	$-30,000$
3/24/2015	Morgan Stanley & Co. International plc	Borrow Returned	N/A	-458,535 Ordinary Shares	$-458,535$
3/24/2015	Morgan Stanley Investment Management Limited	Sell	9.9588	-13.111 Ordinary Shares	$-13,111$
3/25/2015	Morgan Stanley Australia Securities Limited	Buy	10.1211	70 257 Ordinary Shares	70.257
3/25/2015	Morgan Stanley & Co. International plc	Buy	10.0937	70,861 Ordinary Shares	70.861
3/25/2015	Morgan Stanley Australia Securities Limited	Sell	10.0388	-535,443 Ordinary Shares	$-535,443$
3/25/2015	Morgan Stanley & Co. International plc	Sell	10.0300	-816,369 Ordinary Shares	$-816,369$
3/25/2015	Morgan Stanley Smith Barney LLC	Buy	7.8233 (ADR - in USD)	150 American Depositary Receipt	150
3/25/2015	Morgan Stanley & Co. LLC	Borrow	N/A	96,451 Ordinary Shares	96.451
3/25/2015	Morgan Stanley & Co. International plc	Borrow	N/A	1,011,621 Ordinary Shares	1,011,621

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable	Not applicable

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Morgan Stanley	1585 Broadway, New York 10036, USA
Morgan Stanley Investment Management Inc.	522 5th Avenue 6 th Floor, New York 10036, USA
Morgan Stanley Investment Management Limited	25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom
Morgan Stanley & Co. International plc.	25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom
Morgan Stanley & Co. LLC	1585 Broadway, New York 10036, USA
Morgan Stanley Australia Securities Limited	Level 39 Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia
Morgan Stanley Wealth Management Australia Pty Ltd	Level 39 Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia
Morgan Stanley Smith Barney LLC	1585 Broadway, New York 10036, USA

Signature

	۰ print name Annie Gong	capacity	Vice President
sign here		date	March 27, 2015

Annexure A

List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have a relevant interest in the shares or units.

Signature

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.
• $(2)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(4)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(5)$ may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• The voting shares of a company constitute one class unless divided into separate classes. $(6)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(7)$

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

Signature			This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil
Lodging Fee	Νï
Other forms to be completed	Nil
Additional information	(a)			If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
	(b)	This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
	(c)			The person must give a copy of this notice:
		$\left( i\right)$		within 2 business days after they become aware of the information; or
		(ii)	information if:	by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
			(A)	a takeover bid is made for voting shares in the company or voting interests in the scheme; and
			(B)	the person becomes aware of the information during the bid period.
Annexures				To make any annexure conform to the regulations, you must
	1.			use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
	2			show the corporation name and ACN or ARBN
	3	number the pages consecutively print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
	4 5			identify the annexure with a mark such as A, B, C, etc.
	6			endorse the annexure with the words:
				This is annexure (mark) of (number) pages referred to in form (form number and title)
				7 sign and date the annexure. The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

Annexure B

This is Annexure B referred to in the Form 605: Notice of ceasing to be a substantial holder issued by Morgan Stanley and its
subsidiaries. The following is description of the securities lending agreements referenced in th

Schedule
Type of Agreement	Master Securities Loan Agreement
Parties to agreement	Morgan Stanley & Co. LLC, MS Securities Services Inc. and BlackRock Institutional Trust Company NA as agent or trustee on behalf of various funds and accounts
Transfer Date	20150303; 20150305; 20150306; 20150313;
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
If yes, detail Either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the third Business Day following such notice.
Does the lender have the right to recall early?	Yes/No
of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the third Business Day following such notice.	If yes, detail Either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case
Will the securities be returned on settlement?	Yes/No
like amount of Loaned Securities, to sell any Collateral and to apply and set off the Collateral and any proceeds thereof against the payment of the purchase price for such Replacement Securities. In the event the Lender exercises such rights, the Borrower's obligation to return a like amount of the Loaned Securities shall terminate.
Schedule
Type of Agreement	Master Securities Loan Agreement
Parties to agreement	Morgan Stanley & Co. LLC, MS Securities Services Inc. and The Northern Trust Company
Transfer Date	20150312; 20150313; 20150317; 20150324;
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
If yes, detail Either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the third Business Day following such notice.
Does the lender have the right to recall early?	Yes /No
If yes, detail Either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the third Business Day following such notice.

Will the securities be returned on settlement?

Yes/No

If yes, detail any exceptions Upon the occurrence of a Default entitling the Lender to terminate all Loans, the Lender has the right to purchase a like amount of Loaned Securities, to sell any Collateral and to apply and set off the Collateral and any proceeds thereof against the payment of the purchase price for such Replacement Securities. In the event the Lender exercises such rights, the Borrower's obligation to return a like amount of the Loaned Securities shall terminate.

Schedule
Type of Agreement	Master Securities Loan Agreement
Parties to agreement	Morgan Stanley & Co. LLC, MS Securities Services Inc. and The Chase Manhattan Bank (National Association)
Transfer Date	20150305; 20150306; 20150310; 20150318; 20150325;
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	Yes/ No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes/No

If yes, detail Either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the third Business Day following such notice.

Does the lender have the right to recall early?

If yes, detail Either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the third Business Day following such notice.

Yes/No

Yes/No Will the securities be returned on settlement? If yes, detail any exceptions Upon the occurrence of a Default entitling the Lender to terminate all Loans, the Lender has the right to purchase a like amount of Loaned Securities, to sell any Collateral and to apply and set off the Collateral and any proceeds thereof against the payment of the purchase price for such Replacement Securities. In the event the Lender exercises such rights, the Borrower's obligation to return a like amount of the Loaned Securities shall terminate.

Schedule
Type of Agreement	Customer Prime Broker Account Agreement
Parties to agreement	Morgan Stanley & Co. LLC on behalf of all Morgan Stanley entities and
	NUMERIC HOLDINGS LLC
Transfer Date	20150305; 20150312; 20150319; 20150320;
Holder of Voting Rights	Morgan Stanley
Are there any restrictions on voting rights?	No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes
If yes, detail Morgan Stanley may return rehypothecated shares at any time.
Does the lender have the right to recall early?	Yes
If yes, detail The customer may recall shares from Morgan Stanley at any time.
Will the securities be returned on settlement?	Yes.
of the state of the constant the public constants of business, considerable assumed to ourtomore. Hoog a customore Guart of Default

If yes, detail any exceptions In the ordinary course of business, securities will be returned to customers. Upon a customer Event of Default, Morgan Stanley has the right to set off obligations owed to the customer against obligations of the customer to Morgan Stanley and to foreclose on any collateral, including rehypothecated securities, for the purpose of arriving at a single closeout amount. In such a default scenario, Morgan Stanley may do an actual or deemed sale of the rehypothecated securities.

Schedule
Type of Agreement	Customer Prime Broker Account Agreement
Parties to agreement	Morgan Stanley & Co. LLC on behalf of all Morgan Stanley entities and
	AXEL BALANCED. LP
Transfer Date	20141103; 20141118; 20141128; 20141223; 20141229; 20150115;
	20150206; 20150220; 20150302;
Holder of Voting Rights	Morgan Stanley
Are there any restrictions on voting rights?	No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes.
If yes, detail Morgan Stanley may return rehypothecated shares at any time.
Does the lender have the right to recall early?	Yes:
If yes, detail The customer may recall shares from Morgan Stanley at any time.
Will the securities be returned on settlement?	Yes
If yes, detail any exceptions In the ordinary course of business, securities will be returned to customers. Upon a customer Event of Default,
Morgan Stanley has the right to set off obligations owed to the customer against obligations of the customer to Morgan Stanley and to foreclose

on any collateral, including rehypothecated securities, for the purpose of arriving at a single closeout amount. In such a default scenario, Morgan
Stanley may do an actual or deemed sale of the rehypothecated securities.

Schedule
Type of Agreement	Overseas Securities Lender's Agreement
Parties to agreement	Morgan Stanley & Co. International plc and RBC INVESTOR SERVICES
	TRUST
Transfer Date	20150313:
Holder of Voting Rights	Each Party undertakes that where it holds securities of the same
	description as any securities borrowed by it or transferred to it by way of
	collateral at a time when a right to vote arises in respect of such
	securities, it will use its best endeavours to arrange for the voting rights
	attached to such securities to be exercised in accordance with the
	instructions of the Lender or Borrower (as the case may be).
Are there any restrictions on voting rights?	Yes/No
If yes, detail As stated above.
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
	If yes, detail The Borrower is entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and
outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early?	Yes /No
If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than
the standard settlement time for such Equivalent Securities on the exchange or in the clearing organisation through which the relevant borrowed
Securities were originally delivered. The Borrower shall redeliver such Equivalent Securities not later than the expiry of such notice in accordance with
the Lender's instructions.
Will the securities be returned on settlement?	Yes ANO
If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be
	accelerated so as to require performance thereof at the time such Event of Default occurs. In such event the Relevant Value of the Securities to be
delivered by each Party shall be established in accordance with the Agreement and on the basis of the Relevant Values so established, the sums
due from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable.

Schedule
Type of Agreement	Overseas Securities Lender's Agreement
Parties to agreement	Morgan Stanley & Co. International plc and Citibank NA
Transfer Date	20150313.
Holder of Voting Rights	Each Party undertakes that where it holds securities of the same description as any securities borrowed by it or transferred to it by way of collateral at a time when a right to vote arises in respect of such securities, it will use its best endeavours to arrange for the voting rights attached to such securities to be exercised in accordance with the instructions of the Lender or Borrower (as the case may be).
Are there any restrictions on voting rights?	Yes /No

If yes, detail As stated above.
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes Ao
If yes, detail The Borrower is entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and
outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early?	Yes /No
If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the standard settlement time for such Equivalent Securities on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall redeliver such Equivalent Securities not later than the expiry of such notice in accordance with the Lender's instructions.
Will the securities be returned on settlement?	Yes Ale
If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be accelerated so as to require performance thereof at the time such Event of Default occurs. In such event the Relevant Value of the Securities to be .

delivered by each Party shall be established in accordance with the Agreement and on the basis of the Relevant Values so established, the sums due from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable.

Schedule
Type of Agreement	Overseas Securities Lender's Agreement
Parties to agreement	Morgan Stanley & Co. International plc and UBS AG
Transfer Date	20150311:
Holder of Voting Rights	Each Party undertakes that where it holds securities of the same description as any securities borrowed by it or transferred to it by way of collateral at a time when a right to vote arises in respect of such securities, it will use its best endeavours to arrange for the voting rights attached to such securities to be exercised in accordance with the instructions of the Lender or Borrower (as the case may be).
Are there any restrictions on voting rights?	Yes/No
If yes, detail As stated above.
Scheduled Return Date (if any)	Open
Yes Ale Does the borrower have the right to return early?
outstanding to the Lender in accordance with the Lender's instructions.	If yes, detail The Borrower is entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and
Does the lender have the right to recall early?	Yes ANO
If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the standard settlement time for such Equivalent Securities on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall redeliver such Equivalent Securities not later than the expiry of such notice in accordance with the Lender's instructions.
Will the securities be returned on settlement?	YesANo
If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be	accelerated so as to require performance thereof at the time such Event of Default occurs. In such event the Relevant Value of the Securities to be on a basic distribution of the contract of the contract of the contract of the Molecular Molecular and also an

delivered by each Party shall be established in accordance with the Agreement and on the basis of the Relevant Values so established, the sums
due from one Party shall be set-off against the sums due from the other and onl

Schedule
Type of Agreement	Global Master Securities Lending Agreement
Parties to agreement	Morgan Stanley & Co. International plc and STATE BOARD OF
	ADMINISTRATION OF FLORIDA
Transfer Date	20150120; 20150121; 20150122; 20150123; 20150127; 20150128;
	20150129; 20150130; 20150216;
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
	If yes, detail The Borrower is entitled at any time to terminate a Loan and to redeliver all and any Equivalent Securities due and outstanding to the
Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early?	Yes /No
	If yes, detail The Lender is entitled to terminate a Loan and to call for the redelivery of all or any Equivalent Securities at any time by giving notice A

on any Business Day of not less than the standard settlement time for such Equivalent Securities on the exchange or in the clearing organisation through which the Loaned Securities were originally delivered.

Will the securities be returned on settlement? Yes_/Ne If yes, detail any exceptions If the Borrower does not redeliver Equivalent Securities in accordance with the Agreement, the Lender may by written notice to Borrower terminate the Loan forthwith and the Parties' delivery and payment obligations in respect thereof.

Schedule
Type of Agreement	Overseas Securities Lender's Agreement
Parties to agreement	Morgan Stanley & Co. International plc and Citibank NA
Transfer Date	20150130; 20150206; 20150210; 20150217; 20150218; 20150225;
	20150226; 20150303; 20150310; 20150311; 20150318; 20150324;
	20150325:
Holder of Voting Rights	Each Party undertakes that where it holds securities of the same
	description as any securities borrowed by it or transferred to it by way of
	collateral at a time when a right to vote arises in respect of such
	securities, it will use its best endeavours to arrange for the voting rights
	attached to such securities to be exercised in accordance with the
	instructions of the Lender or Borrower (as the case may be).
Are there any restrictions on voting rights?	Yes /No
If yes, detail As stated above.
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes ANO
	If yes, detail The Borrower is entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and
outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early?	Yes /No
If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than
the standard settlement time for such Equivalent Securities on the exchange or in the clearing organisation through which the relevant borrowed
Securities were originally delivered. The Borrower shall redeliver such Equivalent Securities not later than the expiry of such notice in accordance with
the Lender's instructions.
Will the securities be returned on settlement?	Yes Ale
If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be
	accelerated so as to require performance thereof at the time such Event of Default occurs. In such event the Relevant Value of the Securities to be
delivered by each Party shall be established in accordance with the Agreement and on the basis of the Relevant Values so established, the sums
due from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable.

Schedule
Type of Agreement	International Prime Brokerage Agreement
Parties to agreement	Morgan Stanley & Co. International plc for itself and as agent and
	trustee for and on behalf of the other Morgan Stanley Companies and
	AMP CAPITAL ASIA QUANT FUND
Transfer Date	20141103; 20141114; 20150209; 20150304;
Holder of Voting Rights	If prime broker has settled a short sale for the client, voting rights will pass to the purchaser of the securities.
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
If yes, detail At any time the client may return to the prime broker shares which the client previously sold short.
Does the lender have the right to recall early?	Yes /No
If yes, detail The prime broker may require the client to return shares delivered on behalf of the client at any time.
Will the securities be returned on settlement?	Yes Ale
	If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and
on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one
party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.

⊺chedule	_ ______ _
÷., emen. -- _	- Intr rnational o rime . reemen. . . 80 naı .okerage ाता _________	w --

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Parties to agreement	Morgan Stanley & Co. International plc for itself and as agent and
	trustee for and on behalf of the other Morgan Stanley Companies and
	CYAN INVESTMENT MANAGEMENT PTY LTD AS TRUSTEE FOR QATO
	CAPITAL MARKET NEUTRAL LONG/SHORT FUND
Transfer Date	20150302; 20150305;
Holder of Voting Rights	If prime broker has settled a short sale for the client, voting rights will
	pass to the purchaser of the securities.
Are there any restrictions on voting rights?	Yes/ No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes Ale
If yes, detail At any time the client may return to the prime broker shares which the client previously sold short.
Does the lender have the right to recall early?	Yes Ale
If yes, detail The prime broker may require the client to return shares delivered on behalf of the client at any time.
Will the securities be returned on settlement?	Yes/No
	If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and
	on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one

party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.

Schedule
Type of Agreement	International Prime Brokerage Agreement
Parties to agreement	Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and CERES CAPITAL PTY LTD
Transfer Date	20150311
Holder of Voting Rights	If prime broker has settled a short sale for the client, voting rights will pass to the purchaser of the securities.
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
If yes, detail At any time the client may return to the prime broker shares which the client previously sold short.
Does the lender have the right to recall early?	Yes Ale
If yes, detail The prime broker may require the client to return shares delivered on behalf of the client at any time.
Will the securities be returned on settlement?	Yes /No
	If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and

on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one
party shall be set off against the amounts due from the other party and only the b

Schedule
Type of Agreement	International Prime Brokerage Agreement
Parties to agreement	Morgan Stanley & Co. International plc for itself and as agent and
	trustee for and on behalf of the other Morgan Stanley Companies and
	TASMAN MARKET NEUTRAL FUND
Transfer Date	20150320; 20150323;
Holder of Voting Rights	If prime broker has settled a short sale for the client, voting rights will
	pass to the purchaser of the securities.
Are there any restrictions on voting rights?	¥es/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes /No
If yes, detail At any time the client may return to the prime broker shares which the client previously sold short.
Does the lender have the right to recall early?	Yes /No
If yes, detail The prime broker may require the client to return shares delivered on behalf of the client at any time.
Will the securities be returned on settlement?	Yes /No
on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one	If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and

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£

party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.

Schedule
Type of Agreement	International Prime Brokerage Agreement
Parties to agreement	Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and CC ASIA ABSOLUTE RETURN MASTER FUND LIMITED
Transfer Date	20150325;
Holder of Voting Rights	If prime broker has settled a short sale for the client, voting rights will pass to the purchaser of the securities.
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Yes/No
If yes, detail At any time the client may return to the prime broker shares which the client previously sold short.
Does the lender have the right to recall early?	Yes /No
If yes, detail The prime broker may require the client to return shares delivered on behalf of the client at any time.
Will the securities be returned on settlement?	Yes /No
on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one	If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and

party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.

Schedule
Type of Agreement	Australian Master Securities Lending Agreement
Parties to agreement	Morgan Stanley Australia Securities Limited and NATIONAL AUSTRALIA BANK LIMITED
Transfer Date	20150316:
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early? Yes/No
If yes, detail The Borrower shall be entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early? Yes /No
If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less
than the Standard Settlement Time for such Equivalent Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered.
Will the securities be returned on settlement?	Yes /No
If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be accelerated so as to require performance thereof at the time such Event of Default occurs. In such event the Relevant Value of the Securities to be
delivered by each Party shall be established and on the basis of the Relevant Values so established, an account shall be taken of what is due from
each Party to the other and the sums due from one Party shall be set-off against the sums due from the other and only the balance of the account
shall be payable.

Schedule
Type of Agreement	Australian Master Securities Lending Agreement
Parties to agreement	Morgan Stanley Australia Securities Limited and WESTPAC BANKING CORPORATION
Transfer Date	20150302; 20150303; 20150306;
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	Yes/No
If yes, detail Not applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	YesAle
Securities due and outstanding to the Lender in accordance with the Lender's instructions.	If yes, detail The Borrower shall be entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent
Does the lender have the right to recall early?	Yes /No

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If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered.

Will the securities be returned on settlement? Yes/No If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be accelerated so as to require performance thereof at the time such Event of Default occurs. In such event the Relevant Value of the Securities to be delivered by each Party shall be established and on the basis of the Relevant Values so established, an account shall be taken of what is due from each Party to the other and the sums due from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable.

The above schedules are based on the relevant standard agreements. The entity filing the report will, if requested by the company or responsible entity to whom the prescribed form must be given or ASIC, give a copy of the agreement to the company, responsible entity or ASIC.

Signature

print name Annie Gong	$\bullet$	capacity	Vice President
sign here		date	March 27,2015