Maybank Kim Eng Securities Pte Ltd. Terms and Conditions. for. Futures/Options Trading

Transcription

1 Maybank Kim Eng Securities Pte Ltd Terms and Conditions for Futures/Options Trading Telephone Website : (65) (Singapore and Overseas) : helpdesk@maybank-ke.com.sg : Maybank Kim Eng Securities Pte Ltd 50 North Canal Road Singapore I

2 Part VIII. TERMS AND CONDITIONS FOR FUTURES/OPTIONS TRADING This Part VIII of the T&C (defined below) and Part I of the T&C shall govern all Futures/Options Trading by the Client through Maybank Kim Eng Securities Pte Ltd ( Maybank Kim Eng ). For the purposes of this Part VIII of the T&C, Part I of the T&C shall be deemed to be incorporated herein and in the event of any conflict between this Part VIII of the T&C and Part I of the T&C, this Part VIII of the T&C shall prevail with respect to the Futures/Options Contracts. Please read this Part VIII of the T&C carefully as it contains important information concerning the Client's and Maybank Kim Eng s rights and obligations in relation to the Services Maybank Kim Eng agrees to provide the Client. The Client should inform Maybank Kim Eng as soon as possible if there is anything which the Client does not understand. INTRODUCTION This Part VIII of the T&C, together with any appendices and/or schedules and accompanying documents, as amended from time to time ( Part VIII of the T&C ), applies to the Client. This Part VIII of the T&C sets out the terms of the contract between Maybank Kim Eng and the Client with respect to Futures/Options Contracts. The provisions of this Part VIII of the T&C are legally binding and shall take effect and be deemed accepted when the Client acknowledges and signs on the Account Application Form. Maybank Kim Eng will deal with the Client on an execution only basis at all times. Please note that Maybank Kim Eng shall not provide nor be deemed to provide the Client with any advice on the merits of the Client entering into this Part VIII of the T&C or into any Transaction, and the Client shall acknowledge and agree to the same by signing on the acknowledgement form set out in Appendix A of this Part VIII of the T&C. Maybank Kim Eng shall also not provide nor be deemed to provide to the Client with any tax or financial advice on the same. The Client should seek independent advice before entering into this Part VIII of the T&C and/or into any Transaction. This Part VIII of the T&C sets out important aspects of the relationship between Maybank Kim Eng and the Client. The Client is asked to confirm its acceptance of this Part VIII of the T&C by signing and returning the signature page of the Account Application Form. Capitalised terms shall have the meanings given to them in Clause GENERAL INFORMATION 1.1 Maybank Kim Eng s capacity: Maybank Kim Eng may, in its sole and absolute discretion, act either for its own accounts, or for the accounts of any other entity in which Maybank Kim Eng or any of its Affiliates has an interest, in respect of any Transaction, whether such Transaction is effected on the Client s Order(s) or otherwise, and shall not be required to inform the Client of the same. Where Maybank Kim Eng assumes the role of the counterparty to any Transaction, Maybank Kim Eng shall be entitled to all gains, profits and benefits derived from such Transaction. Maybank Kim Eng may engage or appoint any person (who is not an Officer or an Affiliate) to carry out any Order or to exercise any authority granted to Maybank Kim Eng by the Client (whether under this Part VIII of the T&C or otherwise) and, provided Maybank Kim Eng has engaged or appointed such person in good faith, Maybank Kim Eng shall not be liable to the Client for any and all Loss suffered or incurred by the Client as a result of any act or omission of such person or entity. 1.2 Client s capacity: The Client will enter into Transactions as principal unless otherwise agreed in writing by Maybank Kim Eng. The Client may, at its own risk and expense, appoint an agent to act on its behalf in relation to the Account(s). Accordingly, the Client shall be solely responsible for all actions and purported actions of any such agent giving Orders on its behalf. Such agent shall not be construed to be Maybank Kim Eng s agent or Officer. Maybank Kim Eng is authorised and entitled to act on all such Orders from or purported to be from the Client s agent. In the event of any conflict or inconsistency between the Client s Orders and those from such agent, the Client s Orders shall prevail except where the Orders of such agent have already been carried out. In addition, notwithstanding any other provision of this Part VIII of the T&C, Maybank Kim Eng reserves the right not to recognise or accept any Orders from any agent appointed by Company Reg No N 2

3 the Client if Maybank Kim Eng is of the opinion that: (i) (ii) the agent is or may be a professional agent or trader who may require licensing by the Relevant Body and the Client fails to demonstrate to the satisfaction of Maybank Kim Eng that the agent is so licensed; or recognition or acceptance of Orders from the agent may prejudice Maybank Kim Eng s interests. (d) Maybank Kim Eng may exercise the right not to recognise or accept any Orders from any agent at any time. In particular, Maybank Kim Eng may exercise such rights even if Maybank Kim Eng had previously recognised or accepted Orders from such agent. Without prejudice to Clause 1.2, Maybank Kim Eng may reject the appointment of any agent by the Client and in so doing shall promptly inform the Client of such rejection. 1.3 Sophisticated investor: The Client acknowledges that in the event that it is regarded as a sophisticated market participant and it meets the applicable criteria, the Client will be categorised as a professional counterparty (which includes similar terminology in respect of different Markets including, without limitation, terms such as professional investor, accredited investor, expert investor and institutional investor ) ( Professional Counterparty ) and in such event, Maybank Kim Eng s responsibility to the Client as a Professional Counterparty shall be limited to those mandatorily required by any Applicable Regulations. 1.4 Language of Communications: The Client shall communicate with Maybank Kim Eng in English. All Maybank Kim Eng standard documents will be available in English. If a document is translated into another language this will be for information purposes only and the English version will prevail. 1.5 Commencement: This Part VIII of the T&C supersedes any previous agreement between Maybank Kim Eng and the Client on the same subject matter and takes effect when the Client signifies the Client s acceptance of this Part VIII of the T&C by signing and returning the signature page of Section 6 or Section 4 (as the case may be) of the Account Application Form. By completing and signing Section 6 or Section 4 (as the case may be) of the Account Application Form, the Client confirms that the Client has read, understood and agrees to be bound by this Part VIII of the T&C with Maybank Kim Eng. 1.6 Amendments: This Part VIII of the T&C may be amended from time to time as set out in Clause Any changes to this Part VIII of the T&C will not apply to Transactions entered into prior to the date on which the changes become effective unless specifically agreed otherwise. Any amendments to this Part VIII of the T&C shall be deemed accepted if and when the Client places an Order with Maybank Kim Eng after the date on which the changes become effective. 1.7 Disclosure Authorisation by the Client: The Client authorises, consents and agrees to the disclosure by Maybank Kim Eng, and/or any Officer or agent of Maybank Kim Eng at any time and from time to time of any or all information in respect of any particulars or Transactions of the Client or in respect of any Account to any person in Maybank Kim Eng, any Relevant Body, or any other person which Maybank Kim Eng or any Officer considers to be appropriate for the purpose or to be in the interest of Maybank Kim Eng. The consent and authority granted by this Clause shall constitute consent and authority for the purposes of the provisions of any Applicable Regulations. 1.8 Obligations in Relation to the Account: (d) For the avoidance of doubt, any Account Application Form submitted by the Client to Maybank Kim Eng for the provision of Futures/Options Trading Services shall be subject to the approval of Maybank Kim Eng, who shall at its sole and absolute discretion be entitled to reject any such application without providing any reason whatsoever. The Client shall not without the prior written consent of Maybank Kim Eng assign, charge or encumber any Account or its rights therein, or create or permit to create, in favour of any person (other than Maybank Kim Eng) any interest in any Account (by way of trust or otherwise). The Client acknowledges and agrees that in no event will the Client utilise the tradable prices in any manner not expressly permitted hereunder. The Client also acknowledges and agrees that the Client will not use the information related to the tradable prices in any manner that would cause any person to be party to any unlawful act or transaction. Unless otherwise agreed in writing, Maybank Kim Eng shall be under no obligation to inform the Client of the outcome of any Order given by the Client regardless of whether Maybank Kim Eng acts as agent or principal. Where Maybank Kim Eng chooses to provide such information to the Client, so long as Maybank Kim Eng acts in good faith, it shall not be liable for any Loss suffered by the Client resulting from the information being inaccurate. Company Reg No N 3

4 (e) (f) (g) (h) The Client shall be responsible for monitoring the position and/or activities of its Account(s) at all times (including but not limited to the Margin levels) and the Client acknowledges that Maybank Kim Eng shall be under no duty to do the same. Maybank Kim Eng shall be entitled to record (by any means) any communications (through any medium) between Maybank Kim Eng and the Client or any servant or agent of the Client using any recording apparatus, without prior warning or notification to the Client. Any such recording may be used as evidence against the Client. The relationship between Maybank Kim Eng and the Client, the operation of all Accounts, the provision of all Services and facilities, and the implementation of all Orders shall be subject at all times to the Applicable Regulations. Maybank Kim Eng may take or refrain from taking any action whatsoever, and the Client shall do all things required by Maybank Kim Eng in order to procure or ensure compliance with the Applicable Regulations. 1.9 Ratification by the Client: The Client hereby ratifies all Transactions effected by Maybank Kim Eng on its behalf prior to the date of this Part VIII of the T&C and agrees that such Transactions shall also be governed by this Part VIII of the T&C. 2. WARNINGS 2.1 Margined trading: Margined trading carries a high risk. In addition to the risks set out in Schedule 1, and any liability set out in Clause 26, the Client may sustain a total loss of Initial Margin funds and any additional funds deposited with Maybank Kim Eng to maintain the Client s position. Further details in relation to Margin arrangements are set out in Clause Risk Disclosure Statement: The Client acknowledges, recognises and understands the risks associated with Futures/Options Trading and has read, understood and accepted the terms of the Risk Disclosure Statement and the Commodities Risk Disclosure Statement. 2.3 The Client s Independent Decision: The Client must make an independent decision as to whether or not to enter into the Transactions on the terms of this Part VIII of the T&C without prejudice to Clauses 1.47 to 1.50 and Clause 2.3 of Part I of the T&C, the Client agrees and acknowledges that: Maybank Kim Eng does not provide advice and Maybank Kim Eng will not advise on the merits or otherwise of the Transactions; the decision to place an Order is the Client s alone. The Client (and not Maybank Kim Eng) is responsible for the effect that a Transaction might have on any open positions; and Maybank Kim Eng deals with the Client on an execution only basis at all times. 2.4 Joint and Several: If the Client comprises more than one person, the term Client shall refer to each person jointly and severally, and this Part VIII of the T&C shall bind each of them jointly and severally. 3. INTERPRETATION 3.1 Definitions: In this Part VIII of the T&C, the following words and phrases have the following meanings: Access Code Account Account Application Form has the meaning ascribed to it in Clause 15.1 of this Part VIII of the T&C; means an account of the Client opened with Maybank Kim Eng for purposes of entering into Futures/Options Contract(s); means the applications form supplied by Maybank Kim Eng to open the Account; Affiliate means any company or partnership controlled by, or controlling, or in common control with another person. A person, company or partnership shall be deemed to control another person, company or partnership if the former person, company or partnership possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other person, company or partnership whether through the ownership of voting securities or partnership interests, representation on its board of Company Reg No N 4

5 directors or similar governing body, by contract or otherwise; Applicable Regulations Business Day Clearing House Client Assets Client Monies means all relevant or applicable statutes, laws, rules, regulations, directives and circulars (whether of any Exchange, governmental body or authority or other self-regulatory organisation); means a day (other than a Saturday or Sunday or public holiday) in Singapore; (in relation to a Market) includes a body corporate, an association or organisation, whether distinct from or forming part of a Market, that clears, settles and/or guarantees Futures/Options Contracts whether on a net or gross basis and/or makes adjustments to the contractual obligations arising out of such Futures/Options Contracts; means the underlying assets of any Futures/Options Contract; has the meaning ascribed to it in Clause 17.1 of this Part VIII of the T&C; Close out means in relation to any Futures/Options Contract, a Futures/Options Contract deemed to be a closed contract under the relevant Applicable Regulations and/or the entering into by Maybank Kim Eng of a second Futures/Options Contract on identical terms to the first, except that: there may be a difference in the price thereof; and the Client takes the opposite position from the position the Client holds under the first Futures/Options Contract for the purpose of crystallising the profit or loss on that first mentioned Futures/Options Contract, and closing out shall have the corresponding meaning; Commodities Risk Disclosure Statement Credit Support Provider Credit Support Document means the commodities risk disclosure statement in Section 2 of Schedule 2 to this Part VIII of the T&C; means any person who has entered into any guarantee, hypothecation agreement, Margin or security agreement in Maybank Kim Eng s favour in respect of the Client s obligations under this Part VIII of the T&C; has the meaning ascribed to it in Clause 22.1(e) of this Part VIII of the T&C; Currency Data Equity Event of Default Exceptional Market Event means money denominated in the lawful currency of any jurisdiction; has the meaning ascribed to it in Clause 15.5 of this Part VIII of the T&C; means the sum of the value of all Margin held for the Account and the unrealised profits of the outstanding Transactions less the unrealised losses of outstanding Transactions. The determination of the unrealised profits and losses of Transactions shall be made by reference to the prevailing bid, offer or last transacted price of the relevant contract but such determination shall be made by Maybank Kim Eng in its sole and absolute discretion and such determination shall be binding on the Client (in the absence of a Manifest Error); means an event of Default listed in Clause 2.7 of Part I of the T&C or any of the events of default as listed in paragraphs to (l) of Clause 22.1 of this Part VIII of the T&C; means the suspension, closure, liquidation, imposition of limits, Company Reg No N 5

6 special or unusual terms, excessive movement, volatility or loss of liquidity in any relevant market for the relevant Currency or Currencies, or where Maybank Kim Eng reasonably anticipates any of the above circumstances are about to occur; Exchange FAA FAR Force Majeure Event Futures/Options Contract Futures/Options Trading means, in relation to a Futures/Options Contract, any financial market on which the Futures/Options Contract is able to be traded on; means the Financial Advisers Act, Chapter 110 of Singapore; means the Financial Advisers Regulations, Chapter 110 of Singapore; has the meaning ascribed to it in Clause 26.6 of this Part VIII of the T&C; has the meaning given to futures and/or options contracts by the rules of the relevant Exchange or Clearing House, as the case may be, including but not limited to over-the-counter contracts accepted by the relevant Clearing House for clearing (subject to the relevant clearing rules) as prescribed by the Clearing House from time to time; means the execution of purchases and sales of, Futures/Options Contracts; Futures/Options Services Futures Trading Rules Indemnified Party Initial Margin Trading means the services provided by Maybank Kim Eng in connection with Futures/Options Trading; means the Futures Trading Rules of the SGX-DT; has the meaning ascribed to it in Clause 8.3 of this Part VIII of the T&C; in respect of each Transaction, the minimum amount equal to such percentage of the notional amount of the Transaction as prescribed by the relevant Exchange or Clearing House, or as may be increased by Maybank Kim Eng may from time to time; Insolvency Event of Default Insolvency Officer Interest Rate IP Rights KE Futures/Options Online Facility means an Event of Default listed under Clauses 2.7 to (f) of Part I of the T&C; where the Client voluntarily commences proceedings or a third party commences proceedings seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to the Client or the Client s debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to the Client, if insolvent), a trustee, receiver, liquidator, conservator, administrator, insolvency officer or other similar official appointed with respect to the Client in connection with such proceedings; means such rate(s) of interest, and mark-up, on as may be determined from time to time by Maybank Kim Eng, and whether or not prior notification thereof has been given to the Client; has the meaning ascribed to it in Clause 15.5 of this Part VIII of the T&C; means the online Futures/Options trading platform of Maybank Kim Eng; Company Reg No N 6

7 Liquidation Level Loss Maintenance Margin Manifest Error Margin Margin Call Warnings Market MAS Officer 30% (or such other percentage as Maybank Kim Eng may from time to time determine) of the aggregate Initial Margin required for all the outstanding Transactions as if all the outstanding Transactions were established then; means any and all loss, damage, costs, charges, and/or expenses of whatsoever nature and howsoever arising including legal fees on a full indemnity basis, cost of funding, and loss or cost incurred as a result of the termination, liquidation or re-establishment of any hedge or related trading position, taxes, levies; the minimum amount equal to such percentage, as prescribed by the relevant Exchange or Clearing House, or as Maybank Kim Eng may from time to time increase, of the aggregate Initial Margin required for all outstanding Transactions as if all the outstanding Transactions were established then (subsequent to the deposit of the Initial Margin); has the meaning ascribed to it in Clause 24.1 of this Part VIII of the T&C; in relation to a Transaction, means the funds or other collateral required and acceptable to Maybank Kim Eng as security for payment of any Losses incurred by the Client in respect of a Transaction; means a demand for such sums by way of Margin as Maybank Kim Eng may reasonably require for the purpose of protecting itself against Loss or risk of Loss on present, future or contemplated Transactions under this Part VIII of the T&C; means a market, an Exchange or any other place at which Futures/Options Contracts are regularly made, executed, closed out or otherwise, whether within Singapore or otherwise, and including any entity that provides or proposes to provide the physical facilities necessary for executing the Transactions; means the Monetary Authority of Singapore or any successor organisation or authority for the time being responsible for the regulation of financial products in Singapore; means any officer or employee of Maybank Kim Eng; Order Part I of the T&C Professional Counterparty Relevant Bodies Risk Disclosure Statement Secured Obligations SGX-DC SGX-DT means an instruction to purchase or sell a Futures/Options Contract, or which Maybank Kim Eng or an Officer reasonably believes to be the authorisation, request, instruction or order of the Client and includes any authorisation, request, instruction or order to revoke, ignore or vary any previous authorisation, request, instruction or order; means part I of the T&C setting out the general terms and conditions of Maybank Kim Eng; has the meaning ascribed to it in Clause 1.3 of this Part VIII of the T&C; means any Market, Clearing House and/or governmental body or authority or self-regulatory organisation, and Relevant Body shall mean any one of them; means the risk disclosure statement in Part VII of the T&C; has the meaning given ascribed to it in Clause of this Part VIII of the T&C; means the Singapore Exchange Derivatives Clearing Limited; means the Singapore Exchange Derivatives Trading Limited; Company Reg No N 7

8 Services SFA SFR Stamp Duty means any services provided by Maybank Kim Eng from time to time; means the Securities and Futures Act, Chapter 289 of Singapore; means the Securities and Futures (Licensing and Conduct of Business) Regulations, Chapter 289 of Singapore; has the meaning ascribed to it in Clause 8.2 of this Part VIII of the T&C; S$ or Singapore Dollars means the lawful currency of Singapore; T&C Transaction US$ or US Dollars means any standard terms and conditions of Maybank Kim Eng with respect to any Services; means any contractual arrangement entered into by or on behalf of the Client, including, without limitation, Futures/Options Contracts; and means the lawful currency of the United States of America. 3.2 Part I of the T&C: Any term not defined in this Part VIII of the T&C has the meaning ascribed to it in Part I of the T&C. 3.3 General interpretation: A reference in this Part VIII of the T&C to a Clause shall be construed as a reference to a clause of this Part VIII of the T&C and a reference to a Section shall be construed as a reference to a section in a Schedule of this Part VIII of the T&C, unless the context requires otherwise. References in this Part VIII of the T&C to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A reference in this Part VIII of the T&C to document shall be construed to include any electronic document. References to persons include bodies corporate, unincorporated associations and partnerships/persons, firms, companies, corporations, governments, states or agencies of a state or any associations or partnerships (whether or not having separate legal personality) of two or more of the foregoing. The masculine includes the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires. The Schedules form part of this Part VIII of the T&C and have the same force and effect as if expressly set out in the body of this Part VIII of the T&C. 3.4 Part VIII of the T&C: Maybank Kim Eng may from time to time send to the Client further schedules with respect to a specific Market or classes of Investments which will also form part of this Part VIII of the T&C. All Orders placed via the KE Futures/Options Online Facility or otherwise for the Account shall be subject to Clause Headings: Headings are for ease of reference only and do not form part of this Part VIII of the T&C. 4. RISK OF INVESTMENT The Client has been provided with the Risk Disclosure Statement in compliance with the SFA. The Risk Disclosure Statement sets out some of the risks and other significant aspects of, inter alia, trading in futures and options. The Client s execution of the Risk Disclosure Statement will be treated as the Client s informed acknowledgment that the Client has carefully read and accepted the risks outlined in the Risk Disclosure Statement. If there is anything the Client does not understand, it is recommended that the Client seeks specialist independent financial and/or legal advice, in particular, regarding the suitability of complex financial instrument trading. Company Reg No N 8

9 5. APPLICABLE REGULATIONS 5.1 Subject to Applicable Regulations: This Part VIII of the T&C and all Transactions are subject to Applicable Regulations so that: if there is any conflict between this Part VIII of the T&C and any Applicable Regulations, the latter will prevail; and Maybank Kim Eng may take or omit to take any action Maybank Kim Eng considers necessary to ensure compliance with any Applicable Regulations and whatever Maybank Kim Eng does or fails to do in order to comply with them will be binding on the Client. 5.2 Market Action: If a Market (or intermediate broker or agent, acting at the direction of, or as a result of an action taken by a Market) takes any action which affects a Transaction, then Maybank Kim Eng may take any action which Maybank Kim Eng, at Maybank Kim Eng's discretion, considers desirable to correspond with such action or to mitigate any Loss incurred as a result of such action, including the closing out of any Transaction. Any such action shall be binding on the Client. 5.3 Disclosure of Ultimate Beneficiaries: The Client acknowledges that any Futures/Options Trading conducted through an Exchange shall be subject to the Applicable Regulations of such Exchange that may contain provisions requiring Maybank Kim Eng in certain circumstances to disclose the Client s name and the name of: the ultimate beneficiary of the Account; and the ultimate beneficial owners of the Client s share capital (where the Client is a corporation). 5.4 General Disclosure: The Client shall provide such information as Maybank Kim Eng requires in order for Maybank Kim Eng to comply with the disclosure requirements set out in the Applicable Regulations of any relevant Exchange including, without limitation, the SGX-DT and the SGX-DC or as may be requested by a Relevant Body, and the Client acknowledges and agrees that in the event Maybank Kim Eng fails to comply with such disclosure requirements or requests, the chief executive officer (or other relevant officer) of the relevant Exchange(s) may require the closing out of the Client s position on the Client s behalf or the imposition or a Margin surcharge on the Client s positions. 5.5 General: The Client agrees that Maybank Kim Eng shall be entitled at any time and from time to time to: do all such acts and things, including, without limitation, the provision of information to the Relevant Bodies, in order to comply with obligations that may be imposed on Maybank Kim Eng by any Applicable Regulations; and deal with the Account(s) and Client s assets in any manner whatsoever in order to comply with Applicable Regulations in any applicable jurisdictions and/or in accordance with market practice from time to time. Company Reg No N 9

10 6. EXECUTION AND ADVICE 6.1 Execution only: Without prejudice to Clauses 1.47 to 1.50 and Clause 2.3 of Part I of the T&C, Maybank Kim Eng deals with the Client on an execution-only basis and will not make recommendations or advise on the merits of purchasing, selling or otherwise dealing in Futures/Options Contracts or executing particular Transactions, their taxation consequences or the composition of any account or any other rights or obligations attaching to such Futures/Options Contracts or Transactions. The Client should bear in mind that merely explaining the terms of a Futures/Options Contract or Transaction or its performance characteristics does not itself amount to advice on the merits of the Futures/Options Contract or Transaction (as the case may be). Maybank Kim Eng gives no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the financial, tax, legal or accountancy consequences of any Transaction; where information is in the form of a document containing a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, the Client agree that the Client will not pass it on contrary to that restriction. 6.2 Independent financial, tax, legal, accounting or other professional advice: Without prejudice to Clause 6.1, the Client agrees and acknowledges that it is the Client s responsibility to seek independent financial, tax, legal, accounting or other professional advice with respect to any Applicable Regulations in relation to the Client s own country and each jurisdiction in which Maybank Kim Eng may provide the Futures/Options Trading Services and any other Services in relation to the Client, including, without limitation, information as to the prohibited securities transactions and insider dealing. The Client further agrees and acknowledges that Maybank Kim Eng is not responsible for, and is not liable to the Client for, any Loss that the Client may suffer by reason of or arising out of or in connection with any non-compliance with such Applicable Regulations. 7. CHARGES AND PAYMENTS 7.1 Charges: The Client will pay Maybank Kim Eng s charges as agreed with the Client from time to time or Maybank Kim Eng may deduct such charges from any funds held by Maybank Kim Eng on the Client s behalf. 7.2 Currency Indemnity: If Maybank Kim Eng receives or recovers any amount in respect of an obligation of the Client in a Currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, the Client shall indemnify Maybank Kim Eng and hold Maybank Kim Eng harmless from and against any cost (including costs of conversion) and Loss suffered by Maybank Kim Eng as a result of receiving such amount in a Currency other than the Currency in which it was due. 7.3 Conversion of Amounts in Account to Different Currency: Without prejudice to Clause 7.2, Maybank Kim Eng may, at any time in its sole and absolute discretion, convert any amounts in any Account(s) of the Client s or standing to the credit of the Client to any other Currency for the purposes of carrying out Orders of the Client or exercising Maybank Kim Eng s rights under this Part VIII of the T&C or under any Account. Exchange rate Losses and the costs of conversion shall be borne by the Client. 7.4 Payments and deliveries net: Unless Maybank Kim Eng gives the Client written notice to the contrary, all payments and deliveries between Maybank Kim Eng and the Client shall be made on a net basis and Maybank Kim Eng shall not be obliged to deliver or make payment to the Client or do both (as the case may be) unless and until Maybank Kim Eng has received from the Client the appropriate documents or cleared funds. 7.5 Solicitation, Acceptance and Retention of Benefits from Affiliates or Other Third Parties: Without prejudice to Clause 1.1, Maybank Kim Eng shall, at its sole and absolute discretion, be entitled to solicit, accept and retain any benefit from its Affiliate(s) or other third parties in connection with any Transaction effected with any person for or in relation to the Client pursuant to the T&C, including any commissions received in connection therewith, and rebates from standard commissions charged by brokers or other agents to their clients regardless of whether the Client is aware of the same. Maybank Kim Eng shall also, at its sole and absolute discretion, be entitled to offer any benefit to its Affiliate or other third parties in connection with any Transaction effected with any person for or in relation to the Client pursuant to the T&C, including any commissions in connection therewith. The Client agrees to the offer and/or retention of such benefits by Maybank Kim Eng. Any arrangements for receipt or payment of benefits under this Clause shall comply with all Applicable Regulations. 8. TAXES 8.1 Responsibility for Taxes arising in relation to a Transaction: The Client is responsible for all taxes (local or foreign) that may arise in relation to a Transaction, whether under current law or practice or otherwise. Maybank Kim Eng shall have no responsibility for any of the Client's tax liabilities, or for providing information or advice in respect of such liabilities and shall not be responsible for notifying the Client of a change in tax law or practice. 8.2 Reimbursement of Tax Paid: In the event that Maybank Kim Eng becomes liable to pay any tax on the Client s behalf arising from or incidental to Transactions entered into by or on behalf of the Client, the Client shall Company Reg No N 10

11 reimburse Maybank Kim Eng on demand in full for the amount of such tax paid by Maybank Kim Eng. In the event that Maybank Kim Eng becomes liable to pay any stamp duty, stamp duty reserve tax or any other similar documentary tax or duty in any jurisdiction (collectively, Stamp Duty ) in respect of any underlying assets of any Futures/Options Contracts purchased or otherwise acquired by Maybank Kim Eng or any other tax or duty or an Affiliate in order to hedge any Transaction, the Client shall reimburse Maybank Kim Eng on demand in full for the amount of such Stamp Duty paid by Maybank Kim Eng. 8.3 Indemnity: The Client shall indemnify Maybank Kim Eng, its Affiliates and their respective officers, employees and agents (each, an Indemnified Party ) and keep each Indemnified Party indemnified from and against all Losses arising in connection with any failure by the Client to reimburse the Indemnified Party in accordance with Clauses 8.1 and 8.2 of this Part VIII of the T&C and any late payment or nonpayment of any tax or Stamp Duty payable by the Client in respect of Transactions entered into by or on behalf of the Client. 9. CLEARING SERVICES 9.1 Give-up agreements: Subject to Applicable Regulations, where there is a give-up agreement between the Client, Maybank Kim Eng and a third party executing broker, and the reference number applicable to the Client is quoted by such third party executing broker when a Transaction is submitted to Maybank Kim Eng for clearing, in acting as the Client s clearing broker, Maybank Kim Eng shall accept a Transaction given up to it for clearing only if Maybank Kim Eng has agreed with the Client to clear Transactions of such a description and the acceptance thereof would not breach any position or other limits applicable to the Account with Maybank Kim Eng. 9.2 No liability: Notwithstanding any provision contained in the relevant give-up agreement, if Maybank Kim Eng accepts such Transaction for clearing, such Transaction shall be binding and conclusive on the Client immediately on its acceptance for clearing by Maybank Kim Eng whether or not the details of such Transaction have previously been confirmed to Maybank Kim Eng by the Client. Maybank Kim Eng shall not be liable to the Client for any Losses arising from any discrepancy between details in the Client s instructions to such third party executing broker and details of Transactions submitted to Maybank Kim Eng for clearing. Any dispute relating to a Transaction given up or attempted to be given up to Maybank Kim Eng for clearing shall be determined pursuant to Applicable Regulations. 9.3 Reliance on receipt issued by third party executing broker: Subject to Applicable Regulations, if a give-up agreement between the Client, Maybank Kim Eng and a third party executing broker provides that the third party executing broker will invoice the Maybank Kim Eng directly for its commissions in relation to the execution of an Order, then Maybank Kim Eng shall be entitled to rely on the details specified in any invoice presented to it by such third party executing broker and, notwithstanding that the amounts specified in the invoice may be incorrect, the Client shall fully reimburse Maybank Kim Eng for any sum paid to the executing broker in respect of that invoice. Maybank Kim Eng shall have no liability to the Client for any Losses incurred or suffered by the Client as a result of an incorrect amount being specified in an invoice. 10. MATERIAL INTEREST AND CONFIDENTIALITY 10.1 Material interests: The Client s attention is drawn to the fact that when Maybank Kim Eng deals with the Client or for the Client, Maybank Kim Eng or an Affiliate or some other person connected with Maybank Kim Eng may have an interest, relationship or arrangement that is material. Without limiting the nature of such interests, examples include where Maybank Kim Eng or an Affiliate could be: (d) (e) (f) dealing in the Futures/Option Contract, a related investment or an asset underlying the Futures/Option Contract, as principal for Maybank Kim Eng s own account or that of someone else. This could include selling to the Client or buying from the Client and also dealing with or using the services of an intermediate broker or other agent who may be an Affiliate; matching (e.g. by way of a cross) the Client s Transaction with that of another customer by acting on his behalf as well as the Client s; buying from the Client and selling immediately to another customer, or vice versa; holding a position (including a short position) in the Futures/Option Contract concerned, a related Investment or asset underlying the Futures/Option Contract; quoting prices to the market in the Futures/Option Contract, a related Futures/Option Contract or asset underlying the Futures/Option Contract; or advising and providing other services to Affiliates or other customers who may have interests in Futures/Option Contracts or underlying assets which conflict with the Client s own. Company Reg No N 11

12 10.2 Conflict of Interests: The Client accepts that Maybank Kim Eng and its Affiliates may have interests which conflict with the Client s interests and may owe duties which conflict with duties which would otherwise be owed to the Client, and consents to Maybank Kim Eng acting in any manner which Maybank Kim Eng considers appropriate in such cases subject to Applicable Regulations No liability to disclose or account: Except as provided in the Applicable Regulations binding on Maybank Kim Eng, Maybank Kim Eng shall be under no further duty to disclose any interest to the Client, including any benefit, profit, commission or other remuneration made or received by reason of any Transaction or any matching Transaction Information Barriers: Maybank Kim Eng maintains arrangements which restrict access by Maybank Kim Eng's employees to information relating to areas of Maybank Kim Eng s business (and that of Affiliates) with which, and the affairs of clients with whom, they are not directly concerned. Accordingly, Maybank Kim Eng shall not be required to have regard to or disclose to the Client or make use of any information which belongs to or is confidential to another client or to Maybank Kim Eng or any Affiliate, and Maybank Kim Eng may be unable to advise or deal with the Client in relation to particular Futures/Option Contracts and Maybank Kim Eng shall not be required to disclose the reason for this Deals using a connected broker: Where a connection exists between Maybank Kim Eng and a connected broker, the Client hereby agrees that Maybank Kim Eng shall not be required to give the Client notice of that connection. 11. ACCOUNT OPENING 11.1 No Orders to be Placed until an Account is Opened: An Account must be opened prior to the entry into any Transaction by or on behalf of the Client. No Orders can be placed until an Account has been opened and cleared funds received Creditworthiness Assessment, Credit Risk Management and Prevention of Fraud (or other Criminal Activity): To assess the Client s credit worthiness, manage credit risk and to prevent fraud (or other criminal activity), the Client acknowledges and agrees that Maybank Kim Eng may: make periodic searches and enquiries about the Client and at credit reference agencies, and the Client s employers and business partners, if applicable; disclose information to organisations involved in fraud prevention; and obtain information from and disclose information to other broker-dealers or investment managers which deal in or manage investments for the Client concerning any payment or security default or concerning any investment which is related to or connected with Transactions Limits for the Account: Any limits for the Account (including any credit limits) will be set and varied from time to time with regard to the Client s credit status and, where applicable, the amount of funds deposited by the Client with Maybank Kim Eng and Maybank Kim Eng may, in its sole and absolute discretion apply a limit to: the size of any Futures/Options Contract or series of Futures/Options Contracts that the Client may enter into; and/or the amount of any loss or liability to which the Client may be exposed; provided for the avoidance of doubt that nothing herein shall prevent Maybank Kim Eng from withdrawing, reducing or otherwise modifying any such limits in its sole unfettered discretion No Limitation of Liability: Account limits do not limit or represent the Client s liability for Losses to Maybank Kim Eng, and the funds the Client may have from time to time on deposit with Maybank Kim Eng as Margin or otherwise, do not represent any limit upon the Client s financial liability to Maybank Kim Eng Opening or Maintenance of the Account in the Name of More than One (1) Person or a Partnership: If an Account is opened or maintained in the name of more than one (1) person or a partnership, Maybank Kim Eng shall be entitled to debit that Account at any time in respect of any sum howsoever due or owed to Maybank Kim Eng by any of the persons in whose name the Account is opened or maintained or constituting the Client No Discharge or Waiver: No person constituting the Client shall be discharged, nor shall his liability be affected by, any discharge, release, time, indulgence, concession, waiver or consent given at any time in relation to any one or more of the other such persons constituting the Client Taking or Receiving Orders from One (1) Person Constituting the Client: Unless otherwise agreed by Maybank Kim Eng, the Orders of any one (1) person constituting the Client shall be deemed to be the Orders of all the Company Reg No N 12

13 persons constituting the Client and any notice or communication addressed and sent by Maybank Kim Eng to any one (1) person constituting the Client shall be deemed to have been addressed and sent to all the persons constituting the Client and where any such person shall have received or is deemed to have received any such notice of communication, all the persons constituting the Client shall be deemed to have received the same Survivorship: The doctrine of survivorship shall apply to any Account opened in the joint names of more than one (1) person or in the name of a partnership. Accordingly, in the event of death of such person or any partner constituting the Client, the Account shall immediately vest in the surviving person(s) or partner(s) (as the case may be). 12. ACCOUNT PAYMENTS 12.1 Mode of Payment: Maybank Kim Eng will only accept deposits from the Client by an approved crossed cheque, electronic fund transfer, internal funds transfer or cash. Payments may be denominated in US Dollars, Singapore Dollars, or any other Currency agreed in advance with Maybank Kim Eng Payment Terms: The Client agrees to make payments due to Maybank Kim Eng under this Part VIII of the T&C in accordance with the following terms: (d) (e) (f) all electronic or telegraphic transfer or other bank fees in respect of payment by the Client shall be the Client s sole responsibility; if any payment is not received by Maybank Kim Eng on the due date, without limitation of any other rights which Maybank Kim Eng may have, Maybank Kim Eng will be entitled to charge interest on the overdue amount (both before and after judgment) at the Interest Rate from the date payment was due until the actual date of payment; the Client shall pay to Maybank Kim Eng on demand, on a full indemnity basis, all costs, charges, and expenses incurred by Maybank Kim Eng in relation to any overdue payment (including, without limitation, any referral fees); any payment made to Maybank Kim Eng will only be deemed to have been received when Maybank Kim Eng receives cleared funds; it is the Client s responsibility to ensure that payments made to Maybank Kim Eng are correctly designated in all respects; and any payment made to Maybank Kim Eng must be made in the Currency designated by Maybank Kim Eng and shall be free from any withholding or deduction as may be required by law or otherwise Payment Withheld: If the statement of the Account shows a credit balance, the Client may request Maybank Kim Eng to send the Client a cheque or effect payment by alternative means in respect of such amount. However, Maybank Kim Eng may at its sole and absolute discretion elect to withhold (or if applicable, deduct) any payment requested (in whole or in part) due to the Client if: (d) open Transactions on the Account show notional Losses; Maybank Kim Eng reasonably considers that funds may be required to meet any current or future Margin requirement on open Transactions due to underlying Market conditions; the Client has any contingent liability to Maybank Kim Eng or to any of its Affiliates (as determined by Maybank Kim Eng in its sole and absolute discretion) in respect of any other account the Client has opened with any of them; and/or Maybank Kim Eng reasonably determines that there is an unresolved dispute between Maybank Kim Eng and the Client in connection with, with respect to or arising from this Part VIII of the T&C or any related contract Payment: All payments from the Account will be made on the Client s request and may be made in the form of a return payment of a crossed cheque drawn in the name of the Client or such other method of payment as Maybank Kim Eng shall determine Payments to Third Parties: No instructions to pay a third party from the Account will be accepted by Maybank Kim Eng unless otherwise agreed by Maybank Kim Eng in its sole and absolute discretion Void Transactions: In the event the applicable paying agent declines to transfer funds from the Client to Maybank Kim Eng for any reason, Maybank Kim Eng may then treat any Transaction placed or entered into in reliance upon Company Reg No N 13

14 receipt of the funds as void and of no further effect and Maybank Kim Eng shall be entitled to recover any Losses arising from any such Transaction from the Client Cash Balance: The Client s cash balance: will be credited from time to time with the amount of each payment of Margin and any other payment received by Maybank Kim Eng from the Client pursuant to this Part VIII of the T&C; and will be debited by: (i) (ii) (iii) the amount of each payment made by Maybank Kim Eng to the Client at the Client s request pursuant to this Clause 12; realised Losses payable; and any commission, interest and other administrative charges in connection with the Futures/Options Trading Services which shall be payable from time to time Indemnity: The Client hereby indemnifies and holds Maybank Kim Eng harmless from and against all Losses which Maybank Kim Eng may incur, either before or after the commencement of any legal action, to recover the requisite payment as a result of the Client's failure to make payment within the stipulated period. Maybank Kim Eng may convert money standing to the Client s credit on the Account or paid by the Client to Maybank Kim Eng or due to be paid by Maybank Kim Eng from one Currency to another at prevailing market rates designated by Maybank Kim Eng (after accounting for commissions or charges). 13. TRANSACTION LIMITS AND RESTRICTIONS 13.1 Imposition of Limits and Restrictions by Maybank Kim Eng: Maybank Kim Eng may, at any time in its sole and absolute discretion, impose upon the Client any position or Transaction limits, or any trading or Transaction restrictions. Such limits may include minimum sizes for Transactions, specified times or procedures for communicating Orders to Maybank Kim Eng or otherwise Variation of Limits and Restrictions by Maybank Kim Eng: Maybank Kim Eng may, at any time in its sole and absolute discretion, vary the position or Transaction limits, or any trading or Transaction restrictions. No previous limit or restriction shall set a precedent or bind Maybank Kim Eng Imposition of Limits and Restrictions by a Relevant Body: The Client acknowledges that the limits referred to in Clause 13.1 may also be set by a Relevant Body and that the limits set by Maybank Kim Eng may exceed those set by the Relevant Body No exceeding of any position or Transaction limits or breach of any trading or Transaction restrictions: In placing Orders with Maybank Kim Eng, the Client shall not exceed any position or Transaction limits, or breach any trading or Transaction restrictions whether imposed by Maybank Kim Eng or any Relevant Body. 14. MARGIN 14.1 Margin Arrangements: As a condition of entering into a Transaction on behalf of the Client, Maybank Kim Eng may in its sole discretion require the deposit of funds or other collateral acceptable to Maybank Kim Eng as security for payment of any Losses incurred by the Client in respect of the Transaction. Such Initial Margin is due and payable immediately as a condition to opening the relevant Transaction. The Client acknowledges that any collateral in the form of assets registered outside Singapore which are deposited by it with Maybank Kim Eng as Margin, are subject to the Applicable Regulations of the relevant overseas jurisdiction which may be different from Singapore law. Consequently, such assets may not enjoy the same protection as that conferred on assets held in Singapore Imposition of Margin Requirements by Third Parties: The Client acknowledges that the limits set by Maybank Kim Eng may exceed those set by the Relevant Body or counterparty broker. Maybank Kim Eng may, in its sole and absolute discretion, charge interest as well as interest-related fees on any Margin requirements set by Maybank Kim Eng that are above that set by a Relevant Body or counterparty broker, including but not limited to interest payments on any shortfall in Margin requirements Variation of Margin Requirements: Margin requirements may be set and varied without prior notice from time to time, and by any level at Maybank Kim Eng s sole and absolute discretion including without limitation subsequent variation of any Margin rates set at the time that a Transaction is opened and may also stipulate that such Margin Company Reg No N 14

15 requirements shall apply to existing positions as well as to new positions in the Transactions affected by such change. The Client acknowledges that Maybank Kim Eng may, in certain market conditions, effect an immediate change in limits or levels and/or require additional Margin to be deposited immediately or within a specified period of time, which period may, in certain circumstances, be less than 24 hours, and waives any right to object on the grounds that such requirement is or was unreasonable. No previous Margin levels shall set a precedent or bind Maybank Kim Eng Form of Margin: Margin shall be provided by or on behalf of the Client in cash or collateral acceptable to Maybank Kim Eng as determined by Maybank Kim Eng in Maybank Kim Eng s sole and absolute discretion. The Client must inform Maybank Kim Eng immediately if the Client cannot, or believes the Client will not be able to, meet a Margin payment when due. The Client is obligated to maintain in the Account, at all times, sufficient funds to meet all Margin requirements. Maybank Kim Eng is not obliged to make Margin Call Warnings on the Client at all or within any specific time period. The Client may by agreement with Maybank Kim Eng satisfy a Margin Call Warning by providing collateral in a form acceptable to Maybank Kim Eng. In addition Maybank Kim Eng shall be entitled to treat any assets deposited with Maybank Kim Eng by or on behalf of the Client from time to time (other than assets deposited for safe custody only) as collateral against the Client s Margin requirements. In all cases Maybank Kim Eng shall be entitled in Maybank Kim Eng s sole and absolute discretion to determine the value of any collateral deposited with Maybank Kim Eng Mode of Payment of Margin: Maybank Kim Eng is entitled to require payment of Margin of the Client (whether resident in the Singapore or in another jurisdiction) by telegraphic transfer or any other method of immediate/electronic funds transfer acceptable to Maybank Kim Eng. Only funds received net of any bank charges, which relate to the transfer, will be credited as paid Insufficient Margin: The Client shall at all times maintain sufficient Maintenance Margin as set by Maybank Kim Eng from time to time for the outstanding Transactions. In the event that the Client s Equity falls below the required Maintenance Margin, the Client shall transfer such additional Margin to Maybank Kim Eng, whether there has been a Margin Call Warning made by Maybank Kim Eng in accordance with Clause 14.4, or not, to restore the Equity to the required Initial Margin for the outstanding Transactions. It is the Client s principal responsibility to monitor the Equity in its Account, the required Initial Margin and the required Maintenance Margin for its Account. All open positions of the Account will be marked-to-market daily or at more frequent intervals as determined by Maybank Kim Eng in its sole discretion Margin Falling Below Liquidation Level: In the event that the Client s Equity falls below the Liquidation Level, Maybank Kim Eng shall be entitled to close out some or all of the Transactions immediately, whether there has been a Margin Call Warning made by Maybank Kim Eng or not Maybank Kim Eng s General Liquidation Rights: Without prejudice to Clause 14.6 and 14.7 of this Part VIII of the T&C, and notwithstanding any provisions herein to the contrary, in the event that (i) a Transaction by the Client results in the Client s Margin becoming insufficient to margin all of its positions or (ii) a Transaction is entered into by or on behalf of the Client in the absence of the required Maintenance Margin, Maybank Kim Eng shall be entitled to immediately and without notice to the Client, liquidate such Transaction, and all commission and transaction costs in relation to such Transaction and all Losses resulting from the liquidation of the same, shall be borne solely by the Client Form of Margin Call Warnings: Maybank Kim Eng shall be entitled to make Margin Call Warnings at any time by telephone, telephone answering machine message, voice mail, letter, fax, or any other means of electronic communication. Therefore the Client must notify Maybank Kim Eng immediately and provide alternative contact details to ensure Margin Call Warnings can be made if the Client will not be contactable at the Client s usual contact details provided, for example, when the Client is traveling or on holiday. Any Margin Call Warnings Maybank Kim Eng makes may be made by any method of communication listed above. Maybank Kim Eng shall be deemed to have made a Margin Call Warning if Maybank Kim Eng notifies the Client by way of a written notice sent to the Client at the most recent address furnished by the Client to Maybank Kim Eng. Maybank Kim Eng shall not be liable for any failure by Maybank Kim Eng to contact the Client or attempt to contact the Client. Should Maybank Kim Eng decide to make a Margin Call Warning, the terms and conditions of the Margin Call Warning will be detailed within the Margin Call Warning and Maybank Kim Eng reserves the right to change the terms and conditions of any Margin Call Warning based on market conditions, without notice to the Client. If Maybank Kim Eng makes a Margin Call Warning, in no way does this waive Maybank Kim Eng s right to liquidate the Transactions as detailed in Clause Receipt of Payment within Time Limit Specified in Margin Call Warning: Any payment made by or on the Client s behalf in satisfaction of a Margin Call Warning must be received by Maybank Kim Eng within the time specified within the Margin Call Warning and by such method of payment as Maybank Kim Eng may direct. Maybank Kim Eng may in its sole and absolute discretion close or terminate the Transactions without notice to the Client immediately and/or decline to enter into any further Transactions on behalf of the Client if the Client fails to honour any Margin Call Warning and this shall constitute an Event of Default and Maybank Kim Eng may exercise its rights in Clause 22 or Clause 23 of this Part VIII of the T&C. Company Reg No N 15

16 14.11 Title Transfer: The Client acknowledges and agrees that title in and/or ownership of a portion or all of the money the Client deposits with Maybank Kim Eng shall be transferred to Maybank Kim Eng to the extent that it represents an amount necessary to secure the Client s open positions or cover the Client s actual or future contingent or prospective obligations (which will be calculated daily in Maybank Kim Eng s sole discretion based on the Client s daily open positions and trading and which may be greater than the Margin required to maintain the Client s open positions, as market conditions may dictate) such that the Client will not have a proprietary claim over that portion or any of the Client money deposited and Maybank Kim Eng can deal with it on its own right. When money received by Maybank Kim Eng from the Client is no longer required to secure the Client's open positions or cover the Client's actual or future contingent or prospective obligations to Maybank Kim Eng, full title and ownership of the money will be transferred back to the Client Security interest: As a continuing security for the performance of all the Client s obligations (whether actual or contingent, present or future) to Maybank Kim Eng under or pursuant to this Part VIII of the T&C ( Secured Obligations ), the Client grants to Maybank Kim Eng, with full title guarantee, a first fixed security interest in all non-cash Margin now or in the future provided by the Client to Maybank Kim Eng or to Maybank Kim Eng s order or under Maybank Kim Eng s direction or control or that of an Exchange or Market or otherwise standing to the credit of the Account under this Part VIII of the T&C or otherwise held by Maybank Kim Eng, its Affiliates or nominees on the Client s behalf Dealings in the Margin: Maybank Kim Eng shall be entitled to deposit, invest, loan, mortgage, charge, pledge, repledge, hypothecate or otherwise deal with any Margin in whatsoever form provided to Maybank Kim Eng or any Relevant Body in such manner as may be permitted under the Applicable Regulations, and shall not be under any obligation to account to the Client for any interest, income or benefit that may be derived therefrom. Save for interest which may, at Maybank Kim Eng s sole and absolute discretion, be payable in respect of Margin deposits in excess of Maybank Kim Eng s requirements, no interest shall be paid on any type of Margin deposited with Maybank Kim Eng and the Client acknowledges and consents that interest earned on the Margin deposited under this Part VIII of the T&C may be retained by Maybank Kim Eng for its own account and benefit Deposit: Without prejudice to the generality of Clause 14.13, the Client hereby expressly agrees that Maybank Kim Eng may deposit any Margin of the Client in any of the following ways: with such custodian as Maybank Kim Eng may, in its sole and absolute discretion, appoint including, where such Margin is denominated in a foreign Currency, a custodian outside Singapore, and on such terms as shall be notified to the Client. Where such Margin is so deposited, Maybank Kim Eng shall separately agree in writing the requirements specified in Regulation 32 of the SFR (if applicable) but otherwise the Client acknowledges and accepts that different settlement, legal and regulatory requirements and different practices relating to the segregation of the Margin may apply. The Client further agrees that Maybank Kim Eng may co-mingle such Margin with the cash and properties of its other customers; and/or with a Clearing House, a member of an Exchange (whether overseas or otherwise) for such purposes as may be permitted under the Applicable Regulations or the business rules and practices of the Clearing House or Exchange (as the case may be) Withdrawal: For so long as the Client owes moneys or obligations (of whatsoever nature and howsoever arising) to Maybank Kim Eng, the Client shall only withdraw Margin from Maybank Kim Eng with Maybank Kim Eng s prior consent. Maybank Kim Eng may at any time withhold any Margin of the Client pending full settlement of all such moneys or obligations of the Client Set-Off: In addition and without prejudice to any right which Maybank Kim Eng may have under law or otherwise, Maybank Kim Eng may in its sole and absolute discretion at any time and from time to time without notice to the Client apply and/or set-off any Margin standing to the credit of the Client (whether on any Account held with Maybank Kim Eng or any of its Affiliates, or otherwise) against all moneys and/or other liabilities of the Client due, owing or incurred on any Account, whether held with Maybank Kim Eng or any of its Affiliates, or otherwise, in any manner and whether actual or contingent, joint or several Authorisation: The Client hereby authorises each of Maybank Kim Eng s Affiliates to act on any instructions as may be issued by Maybank Kim Eng at any time and from time to time to withhold payment, or to deliver, transfer, withdraw or otherwise dispose of any Margin held by the Affiliates, for the Client. Each Affiliate is under no duty to enquire about the purpose or propriety of Maybank Kim Eng s instructions given pursuant to this Clause. The Client also agrees to ratify all instructions given by Maybank Kim Eng under this Clause, and to waive any claims it may have against an Affiliate resulting from its compliance with this Clause Further assurance: The Client agrees to execute such further documents and to take such further steps as Maybank Kim Eng may reasonably require to perfect Maybank Kim Eng s security interest over, be registered as owner of, or obtain legal title to the Margin, secure further the Secured Obligations, enable Maybank Kim Eng to exercise Maybank Kim Eng s rights, or to satisfy any requirement of a Market. Company Reg No N 16

17 14.19 Substitution: The Client may not substitute any Margin without Maybank Kim Eng s prior written consent Negative pledge: The Client undertakes neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the Margin transferred to Maybank Kim Eng, except a lien routinely imposed on all underlying assets of Futures/Options Contracts in a clearing system in which such underlying assets may be held Power to charge: The Client agrees that Maybank Kim Eng may, free of any adverse interest of the Client or any other person, grant a security interest over Margin provided by the Client to cover any of Maybank Kim Eng s obligations to an intermediate broker, Market or Exchange, including obligations owed by virtue of the positions held by Maybank Kim Eng or another of Maybank Kim Eng s customers Power of sale: If an Event of Default occurs, Maybank Kim Eng may exercise the power to sell all or any part of the Margin. Maybank Kim Eng shall be entitled to apply the proceeds of sale or other disposal in paying the costs of such sale or other disposal and in or towards satisfaction of the Secured Obligations General lien: In addition and without prejudice to any rights to which Maybank Kim Eng may be entitled under this Part VIII of the T&C or any Applicable Regulations, Maybank Kim Eng shall have a general lien on all property held by Maybank Kim Eng or its Affiliates or nominees on the Client s behalf until the satisfaction of the Secured Obligations Action Taken after Occurrence of Event of Default: Any action taken by Maybank Kim Eng in connection with or pursuant to a Transaction by Maybank Kim Eng at a time at which any Event of Default has occurred (whether or not Maybank Kim Eng has knowledge thereof) shall be entirely without prejudice to Maybank Kim Eng s right to refuse any further performance thereafter, and shall not in any circumstances be considered as a waiver of that right or as a waiver of any other rights of Maybank Kim Eng should any such Event of Default have occurred. 15. KE FUTURES/OPTIONS ONLINE FACILITY 15.1 Undertakings by the Client: The Client acknowledges and/or undertakes that: (d) (e) (f) (g) In order to use the KE Futures/Options Online Facility, the Client will need to request a username and password ( Access Code ) from Maybank Kim Eng. The Client will need to provide the Access Code each time the Client wishes to use the KE Futures/Options Online Facility; The Client shall procure and install at its own cost and expense, the software, hardware and/or equipment necessary to access and/or use the KE Futures/Options Online Facility as instructed or advised by Maybank Kim Eng; The Client will be responsible for the confidentiality and use of its Access Code; Other than with Maybank Kim Eng s prior written consent, the Client will not disclose its Access Code to persons other than the Client s Authorised Persons for any purpose whatsoever; Notwithstanding the foregoing, where the Client is acting as an agent in respect of a Transaction with the consent of Maybank Kim Eng, the Client shall not, permit any of its principals directly or indirectly (other than as anticipated hereby) to use or have access to the KE Futures/Options Online Facility provided to the Client hereunder; and in such circumstances, the Client (when used in this Clause 15) shall refer to the Client personally (notwithstanding that the Client may be acting as agent as aforesaid), including without limitation in respect of indemnities contained herein; Provided always that the Client may, with Maybank Kim Eng s prior written consent, permit its end-customers (if any) to use or have access to the KE Futures/Options Online Facility, subject to such Client s acknowledgement (in the form set out in Appendix C) of the exclusion of any liability on the part of Maybank Kim Eng in respect of any loss incurred by such end-customers in connection with such use and access. The Client will immediately notify Maybank Kim Eng if the Client becomes aware of the loss, theft or disclosure to any third party or of any unauthorised use of the Client s Access Code. If Maybank Kim Eng believes that the Client s Access Code is being used without the Client s knowledge by unauthorised persons, Maybank Kim Eng may without prior notice suspend the Client s rights to use the KE Futures/Options Online Facility. Further, if Maybank Kim Eng believes that the Client has supplied the Client's Access Code to other persons in breach of Clause 15.1(d) of this Part VIII of the T&C, then Maybank Kim Eng may terminate this Part VIII of the T&C forthwith; In relation to its use of the KE Futures/Option Online Facility, the Client shall be bound by and shall comply with any and all of the procedures, requirements, restrictions, instructions or any additional Company Reg No N 17

18 conditions of Maybank Kim Eng pertaining to the access and use of the KE Futures/Options Online Facility as may be issued by Maybank Kim Eng from time to time and/or posted on the KE Futures/Options Online Facility; (h) (i) (j) (k) It is the Client s sole responsibility to ensure that, when it provides information or places Orders through using the KE Futures/Options Online Facility, all information provided and all Orders given are complete, accurate, true and correct. Maybank Kim Eng may accept and act upon any Order issued and/or transmitted through the KE Futures/Options Online Facility (whether actually authorised by the Client or not) as its authentic and duly authorised Order and Maybank Kim Eng shall be under no obligation to investigate the authenticity or authority of persons effecting the Order or verify the accuracy and completeness of the Order and Maybank Kim Eng may treat the Order as valid and binding on the Client notwithstanding any error, fraud, forgery, lack of clarity or misunderstanding in the terms of such Order; The transmission of Orders to Maybank Kim Eng through the KE Futures/Options Online Facility may not be received by Maybank Kim Eng for reasons beyond Maybank Kim Eng s reasonable control including but not limited to mechanical, software, computer, telecommunications or electronic failure. Unless the Client receives confirmation of receipt of the same from Maybank Kim Eng, Order(s) placed through the KE Futures/Options Online Facility may not have been received and accordingly, may not be processed or accepted by Maybank Kim Eng. Maybank Kim Eng shall not be liable to the Client in any way for any loss or damage whatsoever or howsoever caused arising, directly or indirectly, in connection with the transmission or failure of transmission of Orders placed with Maybank Kim Eng through the KE Futures/Options Online Facility or any lack of confirmation of receipt of any Orders by Maybank Kim Eng for whatever reason; Maybank Kim Eng does not warrant the security of any information transmitted by or to the Client using the KE Futures/Options Online Facility and the Client hereby accepts the risk that any information transmitted or received using the KE Futures/Options Online Facility may be accessed by unauthorised third parties and/or disclosed by Maybank Kim Eng and by its Officers or agents to third parties purporting to be the Client or purporting to act under the Client s authority. Maybank Kim Eng or any of its Officers or agents shall not be held responsible or liable, in contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any such access or disclosure or for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the Client as a result of any such access or disclosure; and In the event of any disagreement between the Client and Maybank Kim Eng as to whether or not an Order placed via the KE Futures/Options Online Facility has been accepted and executed by the relevant Exchange, Clause 16.7 shall apply Access The time periods during which the KE Futures/Options Online Facility may be available are subject to change. Maybank Kim Eng shall be entitled (but shall not be obliged) at any time and without prior notice, to temporarily suspend the operations of the KE Futures/Options Online Facility for updating, maintenance and upgrading purposes, or any other purpose whatsoever that Maybank Kim Eng deems fit, and in such event, Maybank Kim Eng shall not be liable for any loss, liability or damage which may be incurred by the Client as a result. Maybank Kim Eng may, without notice, at any time and from time to time: (i) (ii) add to, vary, alter, suspend or remove the KE Futures/Options Online Facility in whole or in part; and revoke the Client s right to access and/or use the KE Futures/Options Online Facility immediately if the Client is in default of any of the provisions in this Clause 15, and suspend the Client s use of the KE Futures/Options Online Facility while Maybank Kim Eng is investigating whether such default may have occurred, without giving any reason and without incurring any liability. Notwithstanding anything in this Part VIII of the T&C to the contrary, the Client acknowledges and agrees that technical problems may prevent access to the KE Futures/Options Online Facility. In no event shall Maybank Kim Eng be liable hereunder to the Client or any third party for any Loss resulting from technical problems and/or other problems or failures beyond Maybank Kim Eng s reasonable control. In no event will Maybank Kim Eng, its Affiliates and employees be liable for any possible Loss (including loss of profit or revenue whether direct or indirect), including, without limitation, consequential, unforeseeable, special or indirect damages or expenses which might occur as a result of or arising out of using, accessing, installing, maintaining, modifying, de-activating or attempting to access the KE Futures/Options Online Facility or otherwise. (d) Without prejudice to the generality of the foregoing, Maybank Kim Eng assumes no responsibility for the Company Reg No N 18

19 following: (i) (ii) (iii) functionality of, or operation without interruption of, the KE Futures/Options Online Facility, which is dependent on the Client s browser or other third party software; viruses in relation to the KE Futures/Options Online Facility which may have a deleterious effect on technology; and communication failures, distortions or delays when using the KE Futures/Options Online Facility, as Maybank Kim Eng does not control signal power, its reception or routing via internet, configuration of the Client s equipment or reliability of its connection No Warranty The KE Futures/Options Online Facility is provided on an as is and as available basis, without warranty of any kind. Without limitation to the foregoing, Maybank Kim Eng makes no warranty that the KE Futures/Options Online Facility will be uninterrupted, error free or available at all times and expressly disclaims liability of any errors or omissions. All price data, market breaking news and messages from dealers and remisiers provided on the KE Futures/Options Online Facility are for informational purposes only. For the avoidance of doubt, all messages from dealers and remisiers, if any, are all times provided by the dealers and remisiers in their personal capacity and not on behalf of Maybank Kim Eng. Without prejudice to the generality of the preceding Clause 15.3, Maybank Kim Eng makes no representations as to the accuracy, timeliness or adequacy of all such information and/or data. Neither Maybank Kim Eng nor any of its data or content providers shall be liable for Losses suffered by the Client resulting from any errors or delays on the KE Futures/Options Online Facility, or any actions taken in reliance thereon. Without prejudice to the generality of the foregoing, Maybank Kim Eng further reserves the right to edit or remove any material which in the reasonable opinion of Maybank Kim Eng may give rise to a breach of the Applicable Regulations or this Part VIII of the T&C No Offer or Solicitation: The KE Futures/Options Online Facility shall not be used or considered to be an offer to sell or a solicitation to buy commodities or any other instruments or products from Maybank Kim Eng or its Affiliates. It shall be the Client s responsibility to ensure that it does not contravene any local and/or foreign laws or regulations before using the KE Futures/Options Online Facility. The Client shall be deemed to have complied with all applicable local laws and regulations in using the KE Futures/Options Online Facility Information and Intellectual Property The Client acknowledges and agrees that: Maybank Kim Eng is the sole owner (except to the extent owned by third party licensors and except to the limited extent licensed by Maybank Kim Eng to any other financial institutions and their clients) of all right, title and interest (collectively the IP Rights ) in and to the KE Futures/Options Online Facility, the data and other information generated by the KE Online Facility ( Data ) produced by and distributed by or through the KE Futures/Options Online Facility and each component thereof and all intellectual property and propriety rights with respect thereto, including, without limitation, patent, copyright, trade secret, trademark and other proprietary rights in and to the KE Futures/Options Online Facility and each component thereof, and to all modifications, including custom modifications, to the KE Futures/Options Online Facility and each component thereof, whether made by or with the assistance of the Client and any other person and any know how, techniques, methodologies, equipment or processes used by Maybank Kim Eng, the look and feel of the KE Futures/Options Online Facility and each component thereof and all of Maybank Kim Eng's software (front and back end), all registered trademark applications, trademarks and service marks, trade names, URL registrations and all pricing information and other Data. The Client shall not obtain any intellectual property rights in or to the IP Rights Indemnity The Client shall indemnify and keep Maybank Kim Eng harmless from any losses, damages, costs, charges or expenses which Maybank Kim Eng may suffer as a result of or in relation to: the Client s Order(s); any breach by the Client of the provisions in this Clause 15; and/or the Client s use or purported use of the KE Futures/Options Online Facility, including but not limited to: Company Reg No N 19

20 (i) (ii) (iii) any unauthorised use of the Client s Access Code; any failure or malfunction in the Client s hardware and/or software used in connection with the KE Futures/Options Online Facility; or any viruses and other malicious, invasive, destructive or corrupting code, program or macros, Trojan Horse, worms, logic bombs or other software routine or hardware components designed to permit unauthorised access which have been introduced by the Client to the KE Futures/Options Online Facility, which affects or causes the KE Futures/Options Online Facility and/or Maybank Kim Eng s hardware, software and/or other automated systems to fail or malfunction. 16. INSTRUCTIONS AND BASIS OF DEALINGS 16.1 Placing of instructions: Unless otherwise agreed by Maybank Kim Eng, all Orders for the execution of Transactions by Maybank Kim Eng on behalf of the Client must be given to Maybank Kim Eng electronically through the KE Futures/Options Online Facility or subject to Clause 16.2, by telephoning Maybank Kim Eng Orders by Telephone: Orders by telephone will only be accepted by Maybank Kim Eng during specified hours which will be notified to the Client from time to time. Maybank Kim Eng may impose more restrictive time limits on when Orders by telephone may be placed. When the Client places an Order by telephone, the Client can do so only by talking directly to a futures/options broker of Maybank Kim Eng. No messages may be left, and no Orders may be placed using answer phone or voic facilities or by facsimile. Telephone calls may be recorded for the purposes of fraud prevention and quality control and by agreeing to this Part VIII of the T&C, the Client agrees to the recording of such telephone conversations Reliance on Instructions: Any Order to execute a Transaction shall not take effect unless actually received by Maybank Kim Eng. Maybank Kim Eng shall be entitled to rely upon any instruction given or purporting to be given by the Client or any other person on the Client s behalf without further enquiry as to the genuineness, authority or identity of any such person giving or purporting to give such instructions. Notwithstanding the foregoing, Maybank Kim Eng shall be entitled (but not obliged) to verify and be satisfied with respect to the identity of the person purporting to be an Authorised Person of the Client and giving Orders, or the source and origin of such Order and Maybank Kim Eng shall be entitled to not act on any such Order unless and until Maybank Kim Eng is satisfied as to the matters on which Maybank Kim Eng sought verification Discretion to Refuse Orders: Nothing in this Part VIII of the T&C obliges Maybank Kim Eng to enter into any Transaction on behalf of the Client and Maybank Kim Eng may, at its sole and absolute discretion, refuse to accept any Order from the Client but will notify the Client of any such refusal, without needing to give any reasons, as soon as possible following receipt of the Client s instructions. Maybank Kim Eng shall be entitled (but not obliged) to act on any Orders which Maybank Kim Eng in good faith has reason to believe is from the Client. Without prejudice to the foregoing: In the event that Maybank Kim Eng decides to act on any Order or is otherwise under an obligation to act on any Order, Maybank Kim Eng shall be allowed such amount of time to act and implement any Order as may be reasonable having regard to the systems and operations of Maybank Kim Eng and the other circumstances then prevailing and shall not be liable for any Loss arising from any delay on the part of Maybank Kim Eng in acting on any such Order; and Maybank Kim Eng need only act on Orders from the Client in respect of any Account or any part of all of the securities, commodities, monies or other property held in any Account. Maybank Kim Eng shall not be required to act in accordance with any Order from the Client which purports to dispose of or deal with securities, commodities, monies or other property which are in fact not held in any Account Acceptance of Orders: Maybank Kim Eng may cancel any instructions previously given by the Client provided that Maybank Kim Eng has not acted on the Client s instructions. Acceptance of an Order will be evidenced by Maybank Kim Eng s written confirmation of that Order. The validity of any Order shall not, however, be affected by the Client not receiving confirmation of an Order. Acceptance of any Order does not constitute any agreement or representation that the Client s Margin requirement in respect of an Order has been satisfied Regulated Market: The Client acknowledges and agrees that by executing the signature page of the Account Application Form that the Client has given Maybank Kim Eng its prior express consent to execute all Orders within a regulated Market or multi-lateral trading facility, save for Orders in respect of LME Transactions or OTC Transactions (as defined in Schedules 3 and 4 to this Part VIII of the T&C) which shall be transacted outside regulated Markets or multi-lateral trading facilities. Company Reg No N 20