KRS 355.8-110: Applicability -- Choice of law.

(1) The local law of the issuer's jurisdiction, as specified in subsection (4) of this

section, governs:

(a) The validity of a security;

(b) The rights and duties of the issuer with respect to registration of transfer;

(c) The effectiveness of registration of transfer by the issuer;

(d) Whether the issuer owes any duties to an adverse claimant to a security; and

(e) Whether an adverse claim can be asserted against a person to whom transfer

of a certificated or uncertificated security is registered or a person who obtains

control of an uncertificated security.

(2) The local law of the securities intermediary's jurisdiction, as specified in subsection

(5) of this section, governs:

(a) Acquisition of a security entitlement from the securities intermediary;

(b) The rights and duties of the securities intermediary and entitlement holder

arising out of a security entitlement;

(c) Whether the securities intermediary owes any duties to an adverse claimant to

a security entitlement; and

(d) Whether an adverse claim can be asserted against a person who acquires a

security entitlement from the securities intermediary or a person who

purchases a security entitlement or interest therein from an entitlement holder.

(3) The local law of the jurisdiction in which a security certificate is located at the time

of delivery governs whether an adverse claim can be asserted against a person to

whom the security certificate is delivered.

(4) (a) "Issuer's jurisdiction" means the jurisdiction under which the issuer of the

security is organized or, if permitted by the law of that jurisdiction, the law of

another jurisdiction specified by the issuer.

(b) An issuer organized under the law of this Commonwealth may specify the law

of another jurisdiction as the la w governing the matters specified in

subsection (1)(b) to (e) of this section.

(5) The following rules determine a "securities intermediary's jurisdiction" for purposes

of this section:

(a) If an agreement between the securities intermediary and its entitl ement holder

governing the securities account expressly provides that a particular

jurisdiction is the securities intermediary's jurisdiction for purposes of this

part of this article, this article, or Article 9 of this chapter, that jurisdiction is

the securities intermediary's jurisdiction;

(b) If paragraph (a) of this subsection does not apply and an agreement between

the securities intermediary and its entitlement holder governing the securities

account expressly provides that the agreement is governed by the law of a

particular jurisdiction, that jurisdiction is the securities intermediary's

jurisdiction;

(c) If neither paragraph (a) nor paragraph (b) of this subsection applies and an

agreement between the securities intermediary and its entitlement hol der

governing the securities account expressly provides that the securities account

is maintained at an office in a particular jurisdiction, that jurisdiction is the

securities intermediary's jurisdiction;

(d) If none of the preceding paragraphs of this su bsection applies, the securities

intermediary's jurisdiction is the jurisdiction in which the office identified in

an account statement as the office serving the entitlement holder's account is

located; and

(e) If none of the preceding paragraphs of this s ubsection applies, the securities

intermediary's jurisdiction is the jurisdiction in which the chief executive

office of the securities intermediary is located.

(6) A securities intermediary's jurisdiction is not determined by the:

(a) Physical location of certificates representing financial assets;

(b) Jurisdiction in which is organized the issuer of the financial asset with respect

to which an entitlement holder has a security entitlement; or

(c) Location of facilities for data processing or other record keeping concerning

the account.

(7) The local law of the issuer's jurisdiction or the securities intermediary's jurisdiction

governs a matter or transaction specified in subsection (1) or (2) of this section even

if the matter or transaction does not bear any relation to the jurisdiction.