GENERAL TERMS & CONDITIONS

Transcription

1 GENERAL TERMS & CONDITIONS Bank Julius Baer & Co. Ltd., Singapore branch

2 SECTION 1 TERMS AND CONDITIONS FOR ACCOUNTS Bank Julius Baer & Co. Ltd., Singapore branch

3 SECTION 1 TERMS AND CONDITIONS FOR ACCOUNTS 1 DEFINITIONS 1.1 Unless otherwise defined, terms and references defined in this Section shall have the same meaning in this Section and/or any other Section of the General Terms and Conditions. 1.2 Unless the context requires otherwise: Access Procedures means the e-jbs User ID, the e-jbs Password, the Secure PIN Token, the Activation Code and any other password, token, electronic device code or access procedure issued by the Bank or any other person(s) designated by the Bank from time to time in order to enable the Client and/or the persons authorised by the Client to access and/or use e-jbs and the Core Services; Account means any and all accounts (including any Custodian Account, Unallocated Account, trading account and sub-account of any description) opened and maintained in the name or on behalf of the Client by the Bank; Account Application means the Bank s account application and accompanying documents as signed by the Client and provided to the Bank as the Bank may require from the Client from time to time; Activation Code means the code automatically generated after the Client and/or its Authorised Representative(s) has created the e-jbs Password on the user log-on entry web page; Affiliate means any affiliate, office, branch, subsidiary, associate and/or associated company of Bank Julius Baer & Co. Ltd., and/or any member of the Bank Julius Baer Group; Agent means any service provider and/or agent including any representative, correspondent, correspondent bank, broker, dealer, custodian and sub-custodian, nominee, depository, depository agent, adviser, banker, dealer, attorney, auditor, insurer, provider of credit protection, contractor, manager, clearing house, clearing agent, trade repository and/or any other agent or Affiliate; Alternative Currency has the meaning given to such term in Clause 15.1(d)(i) of this Section; Alternative Investments means investments in funds, entities and/or structures which differ from traditional equity or bond investments on account of their investment style, including investments in non-traditional funds, single manager hedge funds and fund of hedge funds, investments in other collective investment vehicles such as limited liability companies and limited partnerships and investments in private equity funds; Applicable Laws means all statutes and laws of Singapore and any other jurisdictions, legislations, rules, regulations, directives, bye-laws, practice directions, notices, guidelines, circulars, codes, guidance notes and practice notes of any governmental body, regulatory authority or agency, self-regulatory organisation, market, exchange, clearing house, trade repository, electronic trading platform and depository system (whether in Singapore or in any other jurisdiction) having relevance (as determined by the Bank in its absolute discretion) to any Account, Service, Facility, Transaction, the Client Agreement and/or any Facility Document; Application or Application for Facilities means the Client s application or request for Facilities to be extended by the Bank to the Client; Assets means stocks, shares, Securities, cash, funds, monies, currencies, Precious Metals (including Physical Precious Metal), deposits, mutual funds, unit trusts, bonds, notes, certificates of deposit, financial and debt instruments, commodities, financial futures, foreign exchange contracts, options, warrants, swaps and futures contracts of all kinds, investments in Alternative Investments and any other property or assets of the Client, as may be deposited, delivered and/or transferred by the Client to or to the order of the Bank for management, safe-custody or otherwise; Authorised Representative means any person authorised by the Client from time to time to act for and on behalf of the Client in connection with any Account and/or Service, whose name and/or specimen signature (where required) has been provided to the Bank, including any person appointed in the Account Application and any person appointed as Bank Julius Baer & Co. Ltd., Singapore branch 1

4 attorney by the Client under power of attorney notified to the Bank and in respect of whom the Bank has not received from the Client any written notice of revocation or termination of such person s appointment, powers or authority and any person (whether named in the Account Application or otherwise notified to the Bank by or on behalf of the Client in such manner as required by the Bank) as being a person who will access e-jbs. Where any person (other than a natural person) is authorised by the Client, Authorised Representative shall include natural person(s) authorised by such person(s) to act on its behalf; Bank means Bank Julius Baer & Co. Ltd., Singapore Branch; Bank Business Day means a day (other than a Saturday, Sunday or public holiday) on which the Bank is open for business in the jurisdiction where the relevant Account is opened or the relevant Services are provided; Banking Act means the Banking Act (Chapter 19) of Singapore, as amended, revised, supplemented, renamed, reenacted and/or replaced from time to time; Bank Julius Baer Group includes Bank Julius Baer & Co. Ltd. and its successors and any persons controlled, directly or indirectly, by Bank Julius Baer & Co. Ltd., any person that controls, directly or indirectly, Bank Julius Baer & Co. Ltd. and any person directly or indirectly under common control with Bank Julius Baer & Co. Ltd.; Base Currency has the meaning given to such term in Clause 15.1(d)(i) of this Section; Beneficiary has the meaning given to such term in Clause 8.2 of Section 5 Terms and Conditions for Credit Facilities ; Business Day means a day specified as such in the relevant Confirmation or, if no day is specified, a day (other than a Saturday, Sunday or public holiday in Singapore) on which the Bank is open for business and: (i) (ii) in relation to any day on which a payment is required, a day on which commercial banks effect payment of the relevant currency in the place specified in the relevant Confirmation or, if no place is so specified, in the principal financial centre for such currency; and in relation to any day on which a delivery is required, a day on which commercial banks are open for business in the place specified in the relevant Confirmation or, if no place is so specified, in the financial markets relevant to the delivery; Call Option means the right but not the obligation (except upon exercise) of the buyer to purchase from the seller at the Exercise Price a specified quantity of the Underlying; Unless otherwise specified in the relevant Confirmation, an amount payable on Cash Settlement shall be computed as follows: (i) (ii) Call Options for Underlyings: The last transacted price (or such other price as may be otherwise agreed by the parties to the Call Options) in respect of the Underlying at the Stock Exchange of Reference at the close of business on the Exercise Day minus the Exercise Price, multiplied by the number of Underlyings for which an Option has been exercised; and Put Options on Underlyings: The Exercise Price minus the last transacted price (or such other price as may be otherwise agreed by the parties to the Put Options) in respect of the Underlying at the Stock Exchange of Reference at the close of business on the Exercise Day, multiplied by the number of Underlyings for which an Option has been exercised; CDP Scripless Securities means stocks, shares or other securities within the meaning of book entry securities (as defined in Section 130A of the Companies Act) as may be identified in statutory forms of instrument of assignment or instrument of charge as may be prescribed by the Companies Act and its subsidiary legislations as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Client means the person(s) signing the Account Application in whose name(s) the Account is opened and any references to the Client shall include the beneficial owner(s) of Assets deposited and/or to be deposited with the Bank as notified to the Bank, the Client s personal representatives, successors and permitted assigns. Where there is more than Bank Julius Baer & Co. Ltd., Singapore branch 2

5 one person, references to the Client shall, where the context permits, mean all such persons and each or any of them; Client s Investment Model means any investment model and/or strategy selected by the Client in the Discretionary Mandate Agreement; Client Agreement means the Account Application, the General Terms and Conditions, any additional terms and conditions notified in writing by the Bank and any other agreement between the Client and the Bank which may in each case, from time to time, be amended, modified, supplemented, revised, varied or replaced by the Bank in its absolute discretion; Client Information means any and all information and data (including personal data as defined in the Personal Data Protection Act 2012 and/or customer information as defined in the Banking Act) relating to the Client, to any person constituting the Client or authorised by the Client, and to third parties related to the Client, the Client s account relationship or dealing relationship with the Bank, any and all Accounts, Assets, Services, Facilities and Transactions whether relating to historical or current information and includes: (i) (ii) (iii) data, including identity information, date and place of birth, identification numbers (including account, identity card, passport, unique identification number and other registration numbers), domicile, address(es) and other contact details, details of/reason(s) for and background of Transactions, information on Assets, financial and/ or personal background information, source of funds, Account and portfolio information, demographic data, transaction patterns and/or behavior, about the Client, the Client s and the Asset(s) beneficial owner(s) including ultimate beneficial owner(s), the person or entity ultimately responsible for originating Instructions to effect any Transaction (including the ultimate and intermediate originators) and/or the persons or entities that stand to gain the commercial or economic benefit of the Transaction and/or bear its commercial or economic risks, the Client s officers or equivalents, the Client s representatives and agents, the Client s signatories and, the Client s attorneys (appointed under powers of attorney granted by the Client); information or personal data created, disclosed, accessed or generated where the Bank acts, or provides Services, in any manner described in the Client Agreement and/or Facility Documents, including where the Bank employs or utilises any Agent in relation thereto; and information or personal data obtained from cookies or other deployed or available technologies in connection with analysis of patterns and usage behaviour relating to e-jbs or other technology platforms of the Bank; Client Securities has the meaning given to such term in Clause 15.2 of this Section; Closed Out Loss means an amount which the Bank determines in good faith to be its total overall net loss and cost (or gain, in which case expressed as a negative number) in connection with a terminated Financial Transaction or group of terminated Financial Transactions, including at the Bank s election any loss of bargain, cost of funding, other Loss and/or Costs incurred as a result of terminating, liquidating or re-establishing any hedge or related trading position (or any gain resulting from any of them); Closed Out Transactions has the meaning given to such term in Clause 11.3 of Section 4 Terms and Conditions for Financial Transactions ; Collateral means assets (including Assets) acceptable to the Bank and provided by the Client and/or any Security Party to the Bank as credit support and/or security for any or all of the Client s obligations to the Bank including the Total Liabilities; Collateral Value means such value of the Collateral or Margin as determined solely and conclusively by the Bank (which may include a value of zero) and as may be revised at any time in the Bank s absolute discretion; Communications means all correspondences and communications including all notices, demands, confirmations, advices, statements, information, materials (including research materials), documents and recommendations, given in any manner including orally, by facsimile and by relating to the Client Agreement, the Facility Documents, any Account, Service, Transaction and/or Facility; Companies Act means the Companies Act (Chapter 50) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Bank Julius Baer & Co. Ltd., Singapore branch 3

6 Compromised Access Procedure has the meaning given to such term in Clause 4.3 of Section 6 Terms and Conditions for e-jbs ; Confirmation means the written notice from the Bank which contains the specific terms of a Financial Transaction entered into between the Bank and the Client; Confirmation Letter or Facility Letter has the meaning given to such term in Clause 2.3 of Section 5 Terms and Conditions for Credit Facilities ; Connected Company has the meaning given to such term in Clause 18.1 of this Section; Connected Transaction has the meaning given to such term in Clause 18.1 of this Section; Content has the meaning given to such term in Clause 13.1 of Section 6 Terms and Conditions of e-jbs ; Core Services means Services (other than e-jbs) accessed through e-jbs from time to time and as may be withdrawn, added to or modified by the Bank from time to time in its absolute discretion; Costs means costs, expenses (including fees and expenses of legal and other professional advisers on a full indemnity basis, exchange expenses and all other out-of-pocket expenses), disbursements, fees, interests, commissions, charges (including late charges and bankers charges), Taxes, fines, penalties, duties, foreign exchange loss, cost of funding (including break funding cost), any costs incurred in relation to any Asset, Account, Service, Facility and/or Transaction, and/or any other costs of whatsoever nature and howsoever arising that the Bank in its absolute discretion deems necessary and/or appropriate to incur; Countervalue means, in relation to a Notional Quantity of a Precious Metal, the amount which the Bank determines in its absolute discretion to be the amount in the agreed reference currency which would have been required to be paid to purchase that Notional Quantity (in the case of a purchase) of such Precious Metal from the market or the amount which would have been realisable from the market upon the sale of that Notional Quantity (in the case of a sale) of such Precious Metal, in each case, net of all expenses of sale; currency means money denominated in the lawful currency of any jurisdiction; Custodian Account means an Account opened and maintained to custodise Assets whether in the name or on behalf of the Client by the Bank; Deposit Insurance and Policy Owners Protection Schemes Act means the Deposit Insurance and Policy Owners Protection Schemes Act (Chapter 77B) of Singapore as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Disclosure Requirements has the meaning given to such term in Clause 18.2 of this Section; Discretionary Mandate Agreement has the meaning given to such term in Clause 13.1 of this Section; Discretionary Portfolio Service has the meaning given to such term in Clause 13.1 of this Section; Dormant Account has the meaning given to such term in Clause 8.3 of this Section; e-jbs means the service of making available any one or more channels of electronic access or other channels of self-service access to any of the Core Services, which channels may include websites, computers, telephones, mobile telephones, wireless data networks, electronic mails, mobile devices (including personal digital assistants) in or outside Singapore and/or any other channels and/or means as may be determined by the Bank in its absolute discretion from time to time; e-jbs Password means the password to be created by the Client and/or its Authorised Representative(s) after the e-jbs User ID and Secure PIN have been entered on the e-jbs user log-on entry web page; e-jbs Terms means the terms and conditions in Section 6 Terms and Conditions for e-jbs ; Bank Julius Baer & Co. Ltd., Singapore branch 4

7 e-jbs User ID means the user identity issued by the Bank in order to enable the Client to access and/or use e-jbs and the Core Services; Electronic Instruction means any Instruction, Communication, order or request transmitted through e-jbs and authenticated, whether individually or collectively, with the Access Procedures in accordance with the Bank s prescribed procedures and requirements; the Equivalent Amount of any thing shall be its value in the agreed reference currency as determined by the Bank in its absolute discretion; Event of Default has the meaning given to such term in Clause 19.1 of this Section and has the same meaning as Default ; Exchange Business Day means any scheduled trading day on which the Stock Exchange of Reference and (if defined in the Confirmation) Related Exchange are (or but for the occurrence of a Market Disruption Event, would have been) open for trading during its regular trading session, notwithstanding any such Stock Exchange of Reference closing prior to its scheduled weekday closing time; Exemption has the meaning given to such term in Clause 2.4 of this Section; Exercise Day means the Business Day on which the exercise of the Option becomes effective; Exercise Price or Strike Price means the price per unit of the Underlying specified in the Confirmation at which the Underlying may be purchased or sold upon exercise of the related Option. In the case of debt instruments, any accrued interest shall be added in accordance with the calculation rules applicable for the Underlying, unless otherwise specified in the Confirmation; Expiration Day means the last day on which an Option can be exercised. If the agreed Expiration Day is not a Business Day, the Expiration Day shall be the next following Business Day; Extraordinary Event means, in relation to any Financial Transaction: (i) (ii) (iii) any event which the Bank in good faith believes to have a material adverse effect on that Financial Transaction; any event which may have a diluting or concentrative effect on the theoretical value of the Underlying of a Financial Transaction; where the Underlying of a Financial Transaction comprises shares: (A) (B) (C) (D) any Merger Event or any Tender Offer; any event where all the shares or all or substantially all the assets of an issuer of the shares are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof; any voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting an issuer of the shares; or any delisting of the shares; (iv) (v) (vi) any form of restriction or requirement which, in the Bank s good faith opinion, adversely alters or changes the rights or obligations which the Bank undertook upon the establishment of that Financial Transaction; where the Bank is unable, after using commercially reasonable efforts to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price or other risks of entering into and performing its obligations with respect to the relevant Financial Transaction, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s); where the Bank would incur a materially increased (as compared with circumstances existing on the date of the relevant Financial Transaction) amount of tax, duty, expense or fee (other than brokerage commissions) to Bank Julius Baer & Co. Ltd., Singapore branch 5

8 (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price or other risks of entering into and performing its obligations with respect to the relevant Financial Transaction, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Bank shall not be deemed an Extraordinary Event hereunder; or (vii) any event which the Bank determines, in its absolute discretion, is beyond reasonable control of the Bank; Facilities means Trading Facilities, overdraft facilities, credit facilities, banking facilities, trade finance facilities and/ or any other accommodation in its widest sense (including such facilities as from time to time amended, modified, supplemented, revised, varied or replaced) made available by the Bank to the Client from time to time and reference to Facility shall mean any one of them; Facility Documents means any and all Confirmation Letters, Facility Letters, Security Documents, the Client Agreement, the Application for Facilities, other documents which the Bank may from time to time require to be completed, executed and/or delivered in connection with the Facilities and any loan, credit or other agreement or document under or pursuant to which any monies or liabilities whatsoever may, at any time (now or hereafter), be due, owing or payable by the Client to the Bank, whether actually or contingently, solely or jointly and/or severally with another or others or as principal or as surety or otherwise, under or in connection with the Facilities, and any reference to a Facility Document includes that Facility Document as amended, modified, supplemented, revised, varied or replaced from time to time and any document which amends, modifies or supplements, varies or replaces that Facility Document; Fiduciary Placement has the meaning given to such term in Clause 15.1(i) of this Section; Fiduciary Placement Service means the services made available by the Bank to the Client in relation to Fiduciary Placement; Financial Advisers Act or FAA means the Financial Advisers Act (Chapter 110) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Financial Transaction means any: (i) foreign exchange transaction, (ii) over-the-counter derivative transaction (including a swap, option) relating to an Underlying, (iii) forward or futures transaction, (iv) Precious Metal Transaction, (v) traded option Transaction, (vi) combination of one or more of any of the foregoing, and/or (vii) any other transaction as the Bank may from time to time in its absolute discretion determine to be a Financial Transaction; Fixed Advance means a fixed advance made or to be made available under the terms of the Facility Documents by the Bank to the Client in such currency of such amount and for such period as may be agreed to and accepted by the Bank; Force Majeure Event means any event which the Bank determines, in its absolute discretion, is beyond the reasonable control of the Bank and shall include any act of God, calamity, natural disaster, explosion, industrial action, labour difficulties, power failure, malfunction of, error in, breakdown or failure of transmission or communication of information caused by any computer facilities, electronic, electrical or mechanical machine or system or any interception of such transmission or communication facilities, machines or systems, abnormal operating conditions, war, insurrection, act of terrorism, civil strife, sabotage, any form of exchange control restriction or requirement of whatsoever nature affecting availability, convertibility, credit or transfers of currencies, commodities, Securities, financial instruments or funds, any form of debt or other moratorium on jurisdictions, individuals or entities, or any devaluation, redenomination or demonetisation of the underlying currencies, commodities, Securities or instruments, embargo, moratorium or any other act of government or other authority (including any change in any Applicable Laws or Taxes), postal or other strikes, closure or suspension of trading on any exchange, board of trade, market or clearing house and/or any act, error, neglect or default, actions or omissions, insolvency or failure in business of any Agent selected by the Bank in good faith or those of any of the Agent s officers or employees, or other acts beyond the Bank s control; General Terms and Conditions means these terms and conditions, which contains Section 1 Terms and Conditions for Accounts, Section 2 Client Information, Section 3 Risk Disclosure Statement, Section 4 Terms and Conditions for Financial Transactions, Section 5 Terms and Conditions for Credit Facilities and Section 6 Terms and Conditions for e-jbs, as amended, modified, supplemented, revised, varied or replaced by the Bank in its absolute discretion from time to time; Bank Julius Baer & Co. Ltd., Singapore branch 6

9 Guarantee means any guarantee, SBLC, any other credit and/or any other instrument whatsoever from time to time issued or entered into by the Bank for or at the request of the Client pursuant to the Facilities under which the Bank incurs a liability (whether actual or contingent) to a third party (including any member of the Bank Julius Baer Group); High Net Worth Individual is as defined in the MAS Guidelines on Exemption for Specialised Units serving High Net Worth Individuals under Section 100(2) of the Financial Advisers Act (Guideline No. FAA-G07) as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time and means any of the following: (i) an individual who has a minimum of SGD1 million of assets, or the equivalent in foreign currencies, in any or all of the following forms: (A) (B) (C) (D) bank deposits, including structured deposits; capital markets products; life policies; and other investment products as may be prescribed by the MAS; (ii) (iii) (iv) an individual whose total net personal assets exceed SGD2 million in value or the equivalent in foreign currencies; an individual whose annual income is not less than SGD300,000 or the equivalent in foreign currencies; or an individual who is assessed by the applicant (i.e. the Bank) to have the potential to become a person described in paragraph (i) within a period of two (2) years; An Option which is In-the-money means an Option which has a positive Intrinsic Value; including means including without limitation (and related expressions shall be interpreted accordingly); Instruction means any instruction (including Electronic Instruction) in connection with any Account, Service, Transaction, Facility and/or Asset given or purported to be given in any manner acceptable to the Bank including orally, by facsimile and by , by the Client and/or Authorised Representative(s); the Intrinsic Value of an Option is the amount by which the value of the Underlying, as determined by the Bank, exceeds (in the case of a Call Option) or falls short of (in the case of a Put Option) the Exercise Price; Investment Account means any Account or sub-account for which the Client effects any Financial Transaction; Investment Funds means shares, units or interest in unit trusts or mutual funds or any other collective investment scheme; IPO means an initial public offering of any Securities; IPO Advance means an advance made or to be made available under the terms of the Facility Documents by the Bank to the Client in such currency of such amount and for such period as may be agreed to and accepted by the Bank for (and only for) the purpose of financing amounts payable by the Client in connection with an IPO Application; IPO Application means any application made by the Bank or its nominee on the Client s behalf for subscription for Securities pursuant to an IPO; Issuer means any company, entity or structure which issues Securities; Law 24/2009 has the meaning given to such term in Clause 22.3 of this Section; Listing Manual means the listing manual of the Singapore Exchange Securities Trading Limited as may be amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Loss means losses, damages, loss of opportunity, liabilities, claims, actions, suits, proceedings, judgments, demands, Costs, any loss in relation to any Asset, Account, Service, Facility and/or Transaction, and/or any other loss of whatsoever nature and howsoever arising; Bank Julius Baer & Co. Ltd., Singapore branch 7

10 Managed Portfolio has the meaning given to such term in Clause 13.1 in this Section; Margin means Collateral, and both terms may be used interchangeably; Margined KODD Transactions and Margined KODD Transaction have the meanings given to such terms in Clause 12 of Section 4 Terms and Conditions for Financial Transactions ; Market Disruption Event means the occurrence or existence of any of the following events: (i) (ii) (iii) (iv) a suspension or limitation imposed on trading by the Stock Exchange of Reference; any event that disrupts or impairs (as determined by the Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the Underlying and/or futures or options contracts relating to the Underlying on the Stock Exchange of Reference; the closure on any Exchange Business Day of the Stock Exchange of Reference prior to its scheduled weekday closing time unless such earlier closing time is announced by such Stock Exchange of Reference at least one hour prior to the earlier of (A) the actual closing time for the regular trading session on such Stock Exchange of Reference on such Exchange Business Day and (B) the submission deadline for orders to be entered into the Stock Exchange of Reference system for execution before the scheduled closing time on such Exchange Business Day; or any similar event as described above, as determined by the Bank in its absolute discretion; MAS means the Monetary Authority of Singapore and/or its successors; Maturity Exchange Rate has the meaning given to such term in Clause 15.1(d)(i) of this Section; Mechanics of Payment means any mechanic, method or means as the Client, Security Party and/or any other person(s) uses or would use or implement to effect any payment, delivery or transfer of any monies or assets (including any Assets, Margin and/or Collateral); Merger Event means, in relation to the shares which form the Underlying of a Financial Transaction: (i) (ii) (iii) (iv) any event which results in a transfer of or an irrevocable commitment to transfer all of such shares outstanding to another entity or person; any consolidation, amalgamation, merger or binding share exchange of the issuer of the shares with or into another entity or person; any event by any entity or person to purchase or otherwise obtain 100% of the outstanding shares from the issuer of such shares, including any takeover offer, tender offer, exchange offer; or any consolidation, amalgamation, merger or binding share exchange of the issuer of such shares or its subsidiaries with or into another entity in which the issuer is the continuing entity and which does not result in a reclassification or change of all such shares outstanding but results in the outstanding shares (other than shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding shares immediately following such event; NAV means net asset value; Netted Amount has the meaning given to such term in Clause 3 of Section 4 Terms and Conditions for Financial Transactions ; new currency has the meaning given to such term in Clause 9.4 of this Section; New Securities has the meaning given to such term in Clause 5.3 of Section 5 Terms and Conditions for Credit Facilities ; Nominee has the meaning given to such term in Clause 15.2(h) of this Section; Bank Julius Baer & Co. Ltd., Singapore branch 8

11 Notional Quantity means, in respect of a Precious Metal Transaction or Option, the quantity designated as such in the relevant Confirmation as the quantity of the relevant Precious Metal by reference to which the amount due to be paid under such Precious Metal Transaction or Option is calculated; Offering Document means any subscription agreement, information or offering memorandum, prospectus, application form, other offering document, or any other relevant document relating to asset(s) to be acquired by the Client, Assets and/or Transaction as determined by the Bank in its absolute discretion, and in each case, as amended, modified, supplemented, revised, varied or replaced from time to time; Option means a Put Option or a Call Option; Order means any offer to enter into a Transaction or any request, application or order (in form and manner acceptable to the Bank) from the Client to the Bank or which the Bank reasonably believes to be the request, application or order of the Client and includes any request or order to revoke, ignore or vary any previous request or order; Overdraft Account means any current Account of the Client with the Bank which the Bank agrees may be overdrawn under the terms of the Facility Documents; person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or any two or more of the foregoing; Personal Data Protection Act 2012 means the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Physical Precious Metal has the meaning given to such term in Clause 15.3 of this Section; Precious Metal means gold, silver, platinum, palladium and any other commodity determined by the Bank from time to time to be a Precious Metal; Precious Metal Transaction means an agreement for the sale or purchase of a specified Notional Quantity of a Precious Metal, whether on a spot or forward basis, by the Bank to or, as the case may be, from the Client on such terms as may be specified in the relevant Confirmation and/or such terms as may be agreed between the Bank and the Client, such agreement being made pursuant to and governed by Section 4 Terms and Conditions for Financial Transactions ; Premium means the purchase price of an Option to be paid by the buyer to the seller of the Option, unless otherwise agreed between the buyer and the seller; Premium Payment Day means, in respect of any Option, a date specified in the relevant Confirmation for payment of the Premium; Price Disruption Event means any event which, as determined by the Bank in its absolute discretion, affects the calculation or determination of the settlement amount for any Financial Transaction and shall include the splitting of currency exchange rates into dual or multiple currency exchange rates, unavailability of currency exchange rates, any change in the basis of calculation of the settlement amount and/or any form of price disruption which, as determined by the Bank in its absolute discretion, adversely alters or changes the rights or obligations which the Bank undertook at the time of entering into such Financial Transaction; Put Option means the right but not the obligation (except upon exercise) of the buyer to sell to the seller of the Put Option at the Exercise Price a specified quantity of the Underlying; Refunded Amount has the meaning given to such term in Clause 5.4 of Section 5 Terms and Conditions for Credit Facilities ; Regulation S refers to Regulation S under the United States Securities Act of 1933 as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Related Exchange has the meaning given to such term in the Confirmation, or if not stated in the Confirmation, then it shall refer to each exchange or quotation system where trading has a material effect as determined by the Bank in its absolute discretion on the overall market in respect of the relevant Financial Transaction; Bank Julius Baer & Co. Ltd., Singapore branch 9

12 Related Parties has the meaning given to such term in Clause 12.24(e)(v) of this Section; Relevant Transaction means the investment in Alternative Investments made by the Bank in its own name on behalf and for the account of the Client; Remuneration means banking charges, custody charges, rebates, retrocessions, discounts, fees (including brokerage fees), profits (including trading profits from back-to-back transaction), commissions (including soft dollar commission), remuneration, compensation (including distribution channel compensation) and/or other benefits and advantages; Research Materials has the meaning given to such term in Clause of this Section; SBLC means standby letter of credit; Section means any Section in the General Terms and Conditions, and refers to Section 1 Terms and Conditions for Accounts, Section 2 Client Information, Section 3 Risk Disclosure Statement, Section 4 Terms and Conditions for Financial Transactions, Section 5 Terms and Conditions for Credit Facilities or Section 6 Terms and Conditions for e-jbs of the General Terms and Conditions; Secure PIN has the meaning given to such term in Clause 2.2 of Section 6 Terms and Conditions for e-jbs ; Secure PIN Token means the electronic device issued by the Bank in order to enable the Client to access and/or use e-jbs and the Core Services; Securities means shares, stocks, equities, debentures, debenture stocks, certificates of deposit, treasury bills, bills of exchange, units or interest in unit trusts or mutual funds or any other collective investment scheme, CDP Scripless Securities, financial futures contracts, promissory notes, warrants, options, bonds, all derivatives over the same, structured products, annuities, debt certificates which may be drawn by lot for redemption, mortgage bonds, all other analogous instruments, any other financial instruments, or any other financial instruments within the meaning of securities or capital markets products as defined in the Securities and Futures Act. Securities shall also include other debt and equity instruments deposited with, delivered, transferred or appropriated to, registered in the name or held in the possession or to the order of, or under the control or direction of, the Bank or any nominee, custodian, agent, representative or correspondent of the Bank, all allotments, accretions, offers, rights, benefits, entitlements and advantages whatsoever at any time accruing, offered or arising in respect of Securities, all dividend, interest, distribution, right, option, or derivative in respect of Securities, all stocks, shares, rights, monies or property accruing or offered at any time by way of conversion, redemption, bonus, preference, option, distribution or otherwise in respect of Securities Securities and Futures Act means the Securities and Futures Act (Chapter 289) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time; Security Documents means each and every security document or agreement creating or evidencing a security, charge, pledge, mortgage, assignment, guarantee or other assurance granted in favour of the Bank in connection with the Account(s), Service(s), Facility(ies) or Transaction(s) or otherwise to ensure the performance by the Client of its obligations under any of the Facility Documents or in respect of the Account(s), Service(s), Facility(ies) or Transaction(s) or otherwise and any and every other document from time to time executed to guarantee, secure or otherwise assume the performance of the obligations of the Client under any of the Facility Documents or in connection with the Account(s), Service(s), Facility(ies) or Transaction(s); Security Notification has the meaning given to such term in Clause 4.3 of Section 6 Terms and Conditions for e-jbs ; Security Party means (i) the Client, (ii) any person from time to time providing Collateral or Margin, and/or (iii) any person (other than the Bank) who is party to a Security Document; Services means any and all services made, or to be made, available by the Bank to the Client; SGD means the lawful currency of Singapore; Specific Investment has the meaning given to such term in Clause 13.4 of this Section; Specific Investment Instruction means an Instruction given in respect of a Specific Investment; Bank Julius Baer & Co. Ltd., Singapore branch 10

13 statement has the meaning given to such term in Clause 7.1 of this Section; Stock Exchange of Reference means: (i) (ii) the principal market or any replacement exchange or quotation system as determined by the Bank in its absolute discretion, the rules of which in respect of trading in the Underlyings or the computation and publication of the index shall apply pursuant to the agreement by the parties in the Confirmation; and/or the principal market or any replacement exchange or quotation system as determined by the Bank in its absolute discretion, the rules of which in the case of adjustments (including any dilution, share split, merger, capital restructuring or market disruption) shall apply pursuant to the agreement of the parties in the Confirmation; Subscription means the subscription for IPOs; Subscription Balance means, in relation to an IPO Application, a sum equal to the Subscription Monies less the IPO Advance, which sum shall be paid by the Client to the Bank on such date as may be specified by the Bank; Subscription Monies means the monies payable in connection with an IPO Application, comprising the IPO Advance and the Subscription Balance; Surety Instrument means a guarantee, SBLC or other similar instrument, issued by a bank or other financial institution acceptable to and approved by the Bank, to secure or as the subject of security for the repayment of the Total Liabilities; Taxes means any present or future tax (including any goods and services tax, stamp duty, consumption tax or valueadded tax), levy, impost, duty, charge, fee, deduction or withholding of any nature and by whatever name called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the outstanding voting shares of the issuer, as determined by the Bank; Third Party Institution has the meaning given to such term in Clause 15.1(i) of this Section; Total Liabilities means all monies, obligations, indebtedness, liabilities, Margin requirements and Costs which now are or at any time hereafter may be or become due from, or owing or incurred by the Client to the Bank, whether on or in respect of any Account, or in connection with any Service, Instruction, Facility, and/or Transaction or otherwise, in whatever currency the same shall be denominated or owing, whether solely or jointly or severally with any other person, whether current or otherwise, whether present, future, actual, contingent, primary, collateral or unmatured and whether as principal debtor, guarantor, surety or otherwise howsoever, including any and all Costs incurred by the Bank and Costs at such rate(s) as the Bank may from time to time charge the Client and all liabilities in connection with paying, accepting, endorsing or discounting any cheques, notes or bills, or under any Guarantee (whether a claim or demand has been made on the Bank under or in connection therewith); Trade Marks has the meaning given to such term in Clause 13.3 of Section 6 - Terms and Conditions for e-jbs ; Trading Facilities means facilities made available by the Bank to the Client under or in connection with any Financial Transaction, including any foreign exchange trading facility, currency option trading facility, Precious Metal trading facility, Precious Metal option trading facility and securities option trading facility (including of equity options and over-thecounter equity and bond option trading) and/or such other facilities deemed by the Bank as Trading Facilities made available by the Bank to the Client; Transaction means any transaction of the Client, including any Financial Transaction, Relevant Transaction and Subscription, any transaction involving and including Alternative Investments, equities, foreign exchange, Precious Metals, bonds, commodities, interest rates, Securities, market indices and any combination of these, any spot, forward contracts, swaps, options and other derivatives transactions thereof including any structured products incorporating any or any combination of the preceding, as well as any other investments or transactions; Unallocated Account has the meaning given to such term in Clause 15.3 of this Section; Bank Julius Baer & Co. Ltd., Singapore branch 11

14 Unallocated Basis has the meaning given to such term in Clause 15.3 of this Section; Underlying means any: (i) currency, (ii) interest rates, (iii) Securities, (iv) Precious Metal, (v) agricultural, energy or other commodity, (vi) indices on any of the foregoing or a group thereof or other benchmark, (vii) combination of one or more of any of the foregoing, and (viii) any other item or thing as the Bank may from time to time in its absolute discretion determine to be an Underlying; Value Day or Settlement Day means a date specified in the relevant Confirmation for payment or delivery under a Financial Transaction; words denoting the singular number shall include the plural and vice versa; and words denoting any gender shall also include the other gender. 1.3 Headings of clauses and Sections have been inserted for guidance only and shall not be deemed to form any part of the context or be taken into consideration in the interpretation thereof or of the Client Agreement and/or Facility Documents. 1.4 Unless otherwise specifically provided, a person who is not a party to the Client Agreement and/or Facility Documents has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time, to enforce or enjoy the benefit of any provision of the Client Agreement and/or Facility Documents. This Clause 1.4 shall not affect any right or remedy of any third party which exists or is available otherwise than by reason of that Act. 1.5 The expression Bank in the Client Agreement and/or Facility Documents shall, where the context requires, include its successors and assigns. The provisions hereof shall remain binding on the Client notwithstanding any amalgamation that may be effected by the Bank with any other person and notwithstanding any reconstruction by the Bank involving the transfer of all or any of the Bank s undertaking and assets to another person and notwithstanding the sale of all or any part of the Bank s undertaking and assets to another person, with the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects and the benefit hereof and all rights hereby conferred upon the Bank may be assigned to and enforced by any amalgamated company as aforesaid or the Bank as reconstructed or any person to which the Bank shall have sold all or any of the Bank s undertaking and assets in like manner as if such amalgamated company or the Bank as reconstructed or such person had been named herein instead of the Bank and the terms of the Client Agreement and/or Facility Documents shall apply to all credit facilities and other accommodation extended to the Client by any amalgamated company as aforesaid or the Bank as reconstructed or any person to which the Bank shall have sold all or any of the Bank s undertaking and assets in like manner as if such amalgamated company or the Bank as reconstructed or such person were named herein instead of the Bank. 1.6 Where the Client comprises more than one person, the undertakings and obligations of the Client set out herein shall be construed as the joint and several undertakings and obligations of each such person and all references to the Client shall where the context so admits also be construed as a reference to any one or more of the persons constituting the Client. Where the Client is a partnership, references herein to the Client shall include all of the persons from time to time and at any time carrying on business in the name of such partnership jointly and severally and notwithstanding any change in the name of the partnership or any change in the numbers of such partnership by death, retirement or introduction of any partner or any other change in the constitution of such partnership and the liabilities of all such persons shall continue and be binding on the Client notwithstanding any such change. No person constituting the Client shall be discharged, nor shall such person s liability be affected, by any discharge, release, time, indulgence, concession, waiver or consent at any time given or effected in relation to any one or more of the other persons constituting the Client. 1.7 Unless otherwise specified, all time deadlines are with reference to Singapore time. The Bank reserves the right to change this reference at any time. 2 MANDATE 2.1 Opening of Account(s) The Client authorises the Bank, in the Bank s absolute discretion, to open and/or maintain an Account in the Client s name and at any time subsequently to open such further Account(s) of whatever nature in the Client s name as the Client may direct or as Bank Julius Baer & Co. Ltd., Singapore branch 12

15 the Bank may in its absolute discretion deem fit. The Bank has no obligation to open and/or maintain an Account and the Bank may refuse to do so without giving the Client any reason. Unless otherwise agreed expressly by the Bank in writing, the Client Agreement shall apply to each and every Account of whatever nature, now or subsequently opened and/or maintained with the Bank. 2.2 Instructions The Client authorises the Bank to act on any Instruction given by the Client and/or the Authorised Representative(s). All acts and deeds of the Authorised Representative(s) in the exercise or purported exercise of the powers of the Authorised Representative(s), discretion and authority are at all times deemed ratified and confirmed by the Client. Until receipt by the Bank from the Client of written notice of the revocation or termination of the appointment, powers or authority of any Authorised Representative, the Bank shall be entitled (but is not obliged) to act on the Instructions of such Authorised Representative(s). 2.3 Operation of Account The Client authorises the Bank to, and the Bank may (but is not obliged): honour and comply with all cheques, drafts, orders to pay, bills of exchange, promissory notes and all other orders for payment whatsoever expressed to be drawn, signed, accepted, endorsed, made or given by the Client or on behalf of the Client drawn upon or addressed to or made payable at the Bank, whether the Account(s) is/are in credit or in debit or may become overdrawn in consequence or otherwise (but always without prejudice to the Bank s right to refuse any overdraft or increase of overdraft beyond any limit as may be prescribed by the Bank from time to time); honour and comply with all Instructions in accordance with the Client Agreement, whether to withdraw monies from any Account, deliver, dispose of or deal with any asset (including Assets), but in each case always without prejudice to the Bank s right of security therein or set-off against the same; and grant an overdraft, loan or other Facility or accommodation for the Account(s) and, by way of security, accept as duly signed or executed on behalf of the Client any document creating or evidencing any charge, mortgage, pledge or other security interest whatsoever over or in respect of any asset (including Assets) provided that each such document shall have been signed by or, in the determination of the Bank, appears to have been signed by, the Client and/or the Authorised Representative. 2.4 Acknowledgements Where the Client or any one of them is an individual: As the Bank is licensed as a wholesale bank under the Banking Act, it is exempt from licensing under the Securities and Futures Act and the Financial Advisers Act. The Bank has also obtained an exemption (the Exemption ) for specialised units serving High Net Worth Individuals under Section 100(2) of the Financial Advisers Act and is therefore exempt from compliance with the following: (i) (ii) (iii) (iv) (v) Sections 25, 27, 28 and 36 of the Financial Advisers Act; MAS Notice on Recommendations on Investment Products (Notice No. FAA-N16); MAS Notice on Appointment and Use of Introducers by Financial Advisers (Notice No. FAA-N02); MAS Notice on Information to Clients and Product Information Disclosure (Notice No. FAA-N03); and MAS Notice on Minimum Entry and Examination Requirements for Representatives of Licensed Financial Advisers and Exempt Financial Advisers (Notice No. FAA-N13). The Client represents and warrants that the Client is a High Net Worth Individual for the purposes of the Exemption. As the Client is a High Net Worth Individual for the purposes of the Exemption, the Exemption will apply to the Client and the Client s dealings with the Bank. As an exempt financial adviser, Sections 25 to 29, 32, 34 and 36 of the Financial Advisers Act relating to specific conduct of business requirements will not apply to the Bank when providing any financial advisory service to an overseas investor (being a person who (i) is not a citizen or permanent resident of Singapore and who is not wholly or partly dependent on Bank Julius Baer & Co. Ltd., Singapore branch 13

16 a citizen or permanent resident of Singapore, or (ii) does not have a commercial or physical presence in Singapore). (d) The Client acknowledges and agrees that the Bank does not provide advice with respect to and is not responsible for any tax consequences and implications of the investments (including any and all Accounts, Services, Facilities and Transactions) made under the Client Agreement and that the Client is responsible for its own tax obligations and should consult its tax adviser for appropriate advice. The Client further acknowledges the Bank s and Singapore s firm stance against tax illicit activities. 2.5 Authorised Representatives with general powers Where the Client appoints Authorised Representative(s) with general powers to act on the Client s behalf, such Authorised Representative(s) shall be fully authorised to do all or any of the following acts and deeds: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) to open and/or close any and all Account(s), to utilise any and all Service(s) made available to the Client (including the Facilities, whether on a secured or unsecured basis, and the non-discretionary or discretionary investment services), to enter into any and all Transaction(s) and to approve (with or without amendments), sign and, where required, execute under seal, and deliver or cause to be delivered to the Bank, all agreements, notices, declarations, instruments, deeds and any other document required by the Bank from time to time in connection therewith, including the Client Agreement and the Facility Documents, and any amendments, variations or supplements in relation thereto; to request for any information regarding the Account(s) confirmations, advices as the Client and/or the Authorised Representative(s) may require and to receive, examine and verify all confirmations, advices, statements of accounts and other documents supplied by the Bank recording or setting out any activity or transaction on the Account(s); to draw, sign, accept and endorse bills of exchange and promissory notes (including bills of exchange and promissory notes signed, accepted or made by the Client and/or the Authorised Representative(s) or on the Client s behalf and/or on behalf of the Authorised Representative(s)) drawn upon or addressed to or made payable with the Bank and to arrange terms with the Bank for the negotiation or discount of any document; to give, vary and revoke Instructions to the Bank regarding remittances, including telegraphic transfers, and as to the manner in which any money payable by or to the Client (whether periodically or otherwise) is to be paid or dealt with; to apply for and accept on the Client s behalf any and all Facility(ies) and to charge, mortgage, pledge and create any other security interest whatsoever over, and deposit with the Bank, any asset (including Assets) of the Client upon such terms as the Bank may require to secure repayment to the Bank on demand (whether such demand is made orally or otherwise) of all or any of the Total Liabilities to the Bank and to execute for and on the Client s behalf any document creating or evidencing any charge, mortgage, pledge or other security interest whatsoever over or in respect of any asset (including Assets); to withdraw any or all Assets and to give, vary or revoke Instructions to deliver, dispose of or deal with any Assets (including any Instruction in favour of the Client and/or the Authorised Representative(s), or for the Client s benefit and/or the benefit of the Authorised Representative(s)); to give, vary and revoke Instructions to the Bank (including any Instruction in favour of the Client and/or the Authorised Representative(s), or for the Client s benefit and/or the benefit of the Authorised Representative(s)) in connection with any and all investment(s), Account(s), Service(s), Transaction(s), Facility(ies) and/or Asset(s) (including the purchase or sale of or other dealings in time deposits, foreign exchange, Precious Metals, Securities and any derivatives thereof and any other Transaction) and to make any request for the issue of any letter of credit, guarantee, indemnity or counter-indemnity or to give, vary or revoke Instructions in relation to any letter of credit, guarantee, indemnity or counter-indemnity (including any letter of credit, guarantee, indemnity or counter-indemnity in the Client s favour and/or in favour of the Authorised Representative(s) or in respect of any of the Client s obligations and/or any obligations of the Authorised Representative(s)); and generally to do all such other acts and things and take all such other steps and exercise such discretion, rights and powers as the Client can do or as the Authorised Representative(s) may consider expedient or desirable for the purpose of or in connection with the Account(s), Service(s), Transaction(s), Facility(ies) and/or Asset(s), Bank Julius Baer & Co. Ltd., Singapore branch 14

17 provided always that the Authorised Representative(s) appointed under this clause shall have no power of delegation or substitution or to vary the powers conferred on any of them by this clause. 2.6 Authorised Representatives with limited powers Unless otherwise agreed in writing with the Bank, where the Client appoints Authorised Representative(s) with limited powers to act on the Client s behalf, such Authorised Representative(s) shall be fully authorised to do all or any of the following acts and deeds: (i) (ii) (iii) (iv) (v) (vi) to give, vary and revoke Instructions to the Bank regarding any and all investment(s) (including the purchase or sale of or other dealings in time deposits, foreign exchange, Precious Metals, Securities and any derivatives thereof and any other Transaction(s) whether on a margined basis or otherwise), provided always that all proceeds or other payments (whether in cash or in kind) of or arising from such investment(s) (including interest, income or dividend) shall in all cases be credited to the Account(s) and the Authorised Representative(s) shall be authorised to give good and valid receipts and discharges therefor; to give, vary and revoke Instructions to the Bank regarding the transfer of any of the Client s assets (including Assets) to, between or among the Account(s); to authorise and/or make payments of all Costs imposed by the Bank or any other person, including any governmental or other competent authority, in respect of the Account(s), Service(s), Facility(ies) and/or Transaction(s); to approve (with or without amendments), sign, and where required, execute under seal, and deliver or cause to be delivered to the Bank, all agreements, notices, declarations, instruments, deeds and any other document required by the Bank from time to time in connection with the foregoing, and any amendments, variations or supplements in relation thereto; to request for any information regarding the Account(s) as the Client and/or the Authorised Representative(s) may require and to receive, examine and verify all confirmations, advices, statements of accounts and other documents supplied by the Bank recording or setting out any activity or transaction on the Account(s); and generally to do all such other acts and things and take all such other steps and exercise such discretion, rights and powers as the Client can do or as the Authorised Representative(s) may consider expedient or desirable for the purpose of or in connection with all or any of the above matters, provided always that the Authorised Representative(s) appointed under this clause shall have no power of delegation or substitution, and no power or authority: (A) (B) (C) (D) (E) to open and/or close any Account(s); to vary the powers conferred on any of them by this clause; to apply for any Facilities; to withdraw any Asset except where such withdrawal is for the purpose of effecting a transfer to another Account or making any payment referred to Clause 2.6(iii) above; and to charge, mortgage, pledge or create any other security interest whatsoever over any asset (including Assets). 2.7 Authorised Representatives with power to receive information and access Communications Where the Client appoints Authorised Representative(s) with power to receive information and access Communications on behalf of the Client, such Authorised Representative(s) shall be fully authorised to request for any information regarding the Account(s) as the Client and/or the Authorised Representative(s) may require and to receive, examine and verify all confirmations, advices, statements of accounts and other documents supplied by the Bank recording or setting out any activity or transaction on the Account, provided always that the Authorised Representative(s) appointed under this clause shall have no power of delegation or substitution or to vary the powers conferred on any of them by this clause. Bank Julius Baer & Co. Ltd., Singapore branch 15

18 3 JOINT ACCOUNTS AND PARTNERSHIP 3.1 Where an Account is opened in the joint names of more than one Client (whether in their own respective capacities or in their capacities as trustees for a beneficiary), each Client in whose joint names such Account is opened agrees jointly and severally that: (d) (e) it shall be jointly and severally (i) entitled to all rights and responsible for all obligations and liabilities incurred on or in respect of such Account and (ii) entitled to and liable for all amounts payable in respect of the Client Agreement and the Account(s) and, without limitation to the generality of the foregoing, each Client shall be jointly and severally entitled to all rights and be liable in respect of all Services, Facilities, Transactions and/or any accommodation which may be granted on such Account, together with any Costs incurred in respect of such Account. Total Liabilities arising from the joint Account may be discharged by set-off against any credit balance standing to any account (including the joint Account) of any of the Client; all undertakings, representations or warranties provided to the Bank by the Client or agreements made by the Client as required by the Bank from time to time are provided to the Bank jointly and severally; in the event of death or incapacity of any Client(s) as holder(s) of the joint Account, all monies for the time being standing to the credit of such Account and all Assets shall be held to the order or Instruction of the remaining Client(s), but always without prejudice to any right the Bank may have in respect of such monies or Assets arising out of any lien, charge, pledge, set-off, counterclaim or otherwise or to any step which the Bank may in its absolute discretion deem desirable to take in respect of such Account including freezing the Account and refusing any dealings therewith or refusing to act upon any Instructions, whether in respect of the Account, any of the Services, Facilities, Transactions or otherwise. The Client shall be responsible for providing the Bank with all evidence supporting any notification of death or incapacity of any of the Client(s) as holder(s) of the joint Account as the Bank shall, in its absolute discretion, require. The Bank shall be entitled to rely and act upon such evidence which the Bank considers in good faith and in its absolute discretion to be sufficient evidence of death or incapacity of any of the Client(s) as holder(s) of the joint Account. In the event of the death of one of the Clients, unless the Bank agrees otherwise in writing, only the surviving holder(s) of the joint Account shall enjoy the rights and obligations set out in the Client Agreement, to the exclusion of the heirs and assigns of the deceased Client. The liability of each holder(s) of the joint Account shall not be discharged or affected in any way by the death, incapacity, bankruptcy or liquidation of any other person. The Bank may charge against the Account all Costs paid or incurred by the Bank and/or its Affiliates with respect to the transfer of the balance on the joint Account to the survivor(s), or to any other person legally entitled to such balance; Where the Client elects for any one or more (but not all) signatures of its joint Account holders to be required for written Instructions and/or any document (as required by the Bank in its absolute discretion), all holder(s) of the joint Account shall be bound by such written Instructions and/or such document notwithstanding that not all holders of the joint Account were notified or informed of such written Instructions to the Bank and/or such document; Without limitation to any other right that the Bank may have under the General Terms and Conditions, in the event that the Bank receives Instructions from any one Client as holder of the joint Account which appear to it to be ambiguous or conflicting with any other Instructions from any other Client(s) as holder(s) of the same joint Account, the Bank shall be entitled (but not obliged) to: (i) (ii) (iii) decline to take any action (even if such decline may result in any Loss to the Client) without being liable in any way, until it receives clear and definitive Instructions from such number of Client(s) as holder(s) of the joint Account as the Bank may require; close the Account; and/or take such other action as the Bank may in its absolute discretion deem fit. 3.2 If the Client is, and an Account is opened in the name of, a partnership: any change in the name of the partnership or any change in the members of the partnership by death, retirement or introduction of a partner or partners, or any other change in the constitution of the partnership shall not affect the liabilities of the Client or any partner or partners signing the Account Application, all of which liabilities shall continue and be binding on the Client and all such partners from time to time constituting the partnership which is the Client. The Bank shall be entitled to debit that Account at any time with any sum howsoever due or owed to the Bank by any of the Bank Julius Baer & Co. Ltd., Singapore branch 16

19 persons in whose name the Account is opened or maintained or from time to time constituting the partnership which is the Client; the Client agrees, and each partner of the Client agrees, that each of the Client s partners shall be jointly and severally (i) entitled to all rights and responsible for all obligations and liabilities incurred on or in respect of such Account and (ii) entitled to and liable for all amounts in respect of the Client Agreement and the Account and, without limitation to the generality of the foregoing, each partner shall be jointly and severally entitled to all rights and liable in respect of all Services, Facilities, Transactions and/or any accommodation which may be granted on such Account, together with any Costs incurred in respect of such Account; in the event that there is any change in the members of the partnership, the Bank may require the Client to take such steps or enter into such further documentation as the Bank may require in order to novate the Client s rights and liabilities under the Account and the Client Agreement from the previous members of the partnership to the new members of the partnership. 4 AVAILABILITY OF SERVICES 4.1 All requests for Services including the continued availability of any Service, shall be subject to the Bank s consent, in its absolute discretion, and to the Client s fulfillment of any conditions (including the execution of any agreement or document providing sufficient Collateral or Margin and signing or procuring a Security Party to sign Security Documents) as the Bank may require. The Bank has no obligation to open an Account or to provide any Service to, or enter into any transaction with the Client or on the Client s behalf, and the Bank may refuse to do so. Whether the Bank makes or continues to make any Service available to the Client is determined by the Bank in its absolute discretion. The Bank is not obliged to give the Client any reason for any refusal, termination and/or discontinuance. 4.2 The Bank may in its absolute discretion introduce and provide new Services from time to time and notify the Client whether in writing or otherwise of the terms and conditions governing such new Services. The Client Agreement, insofar as it is not inconsistent with the terms and conditions for such new Services, shall continue to apply and be binding on the Client. In the event of any inconsistency, the terms and conditions for the new Service shall (unless the Bank in its absolute discretion otherwise thinks fit) prevail. 5 COMMUNICATIONS 5.1 General Any notice, demand and/or other Communications from the Bank to the Client may be made in such form and manner (whether oral or otherwise) as the Bank in its absolute discretion deems fit. Any notice, demand and/or other Communications from the Bank to the Client in writing shall be deemed to be duly delivered to and received by the Client: (d) (e) on the same day if delivered personally to the Client s last address known to the Bank; the next Bank Business Day after posting if sent by pre-paid ordinary post to the Client s address in Singapore last known to the Bank, or five (5) days after posting if sent by airmail to the Client s address in another jurisdiction other than Singapore last known to the Bank, notwithstanding that such notice, demand and/or other Communications may be returned undelivered; on the same day if sent by facsimile to the Client s facsimile number last known to the Bank; on the date and time of transmission if sent by to the Client s address as provided by the Client, used by the Client in Communications with the Bank, or otherwise supplied to the Bank, unless the Bank receives a non-delivery or returned mail reply message or any error message within one (1) day from the date of transmission of the by the Bank indicating that the was not successfully sent; the date the Communication is issued or the date stated on such Communication (whichever is earlier) if delivered by e-jbs. Where the Client in relation to any Account comprises more than one person, any notice, demand and/or other Communications shall be deemed to be received by all of the persons comprising that Client if it is received (or deemed received) by any one of such person (whether or not it is forwarded to or received by any other person(s) comprising the Client). Where there is one or Bank Julius Baer & Co. Ltd., Singapore branch 17

20 more Authorised Representative in relation to any Account, any notice, demand and/or other Communications shall be deemed to be received by the Client if it is received (or deemed received) by any one of the Authorised Representative (whether or not it is forwarded to or received by the Client). Where the Client has elected not to receive Communications including statements (as defined in Clause 7.1 of this Section) as and when they are available to the Client, the Client shall accept and take full responsibility for all risks including risks arising from any delays in the Client s detection of and/or notification to the Bank of any fraud, omission or error that may occur or arise in connection with any Account, Service, Facility and/or Transaction that may result in Loss to the Client. The time and date of receipt of any document, Communication and/or Instruction delivered by the Client to the Bank shall be determined by the Bank in its absolute discretion and such determination shall be conclusive evidence of the time and date of receipt of such document, Communication and/or Instruction. 5.2 Oral, Written, Facsimile, and Other Instructions The Bank shall be under no duty to inquire into the authenticity of any Instruction or the identity or authority of the person giving or purporting to give any Instruction. The Bank is authorised (but is not obliged) to rely upon and act in accordance with any Instruction: (i) (ii) (iii) which may from time to time be, or purport to be, given orally, whether by telephone or otherwise; which may from time to time be transmitted to the Bank by facsimile or similar means or given to the Bank in writing (other than by ) and contains the signature of the Client and/or the Authorised Representative(s) authorising or purporting to authorise its issue; and/or which may from time to time be transmitted by sent by the Client and/or the Authorised Representative(s). (d) The Bank is authorised (but is not obliged) to treat all Instructions as fully authorised and binding on the Client, and rely upon and act in accordance with all Instructions regardless of the circumstances prevailing at the time the Instructions were given, the nature or amount of any Transaction effected pursuant thereto and notwithstanding any error, misunderstanding, fraud, forgery, lack of clarity in the Instructions or lack of authority in relation to the Instructions. The Client acknowledges and agrees that the Client is under an express duty to the Bank to prevent any fraudulent, forged or unauthorised Instructions being given. Without prejudice to the generality of the foregoing, specifically for Instructions, the Bank shall be authorised to accept and act on all Instructions given or purportedly given by the Client, whether or not the Instructions are actually authorised by the Client, without any inquiry by the Bank as to the authority or identity of the person giving or purporting to give the Instructions or the authenticity thereof, where the Instructions are sent or purportedly sent from address(es) provided by the Client or Authorised Representatives, used by the Client and/or the Authorised Representatives in Communications with the Bank and/or otherwise. The Client undertakes to ratify and confirm all Instructions upon which the Bank may rely and act upon. In the event that the Bank accepts and executes any Instruction or declines to do so, the Bank shall be exonerated from all and any liability to the Client and the Client irrevocably waives all claims against the Bank. The Bank may require Instructions to be encrypted and/or to contain such identifying code, test or digital signature as it may from time to time specify and the Client shall be responsible for any improper use or misappropriation of such code, test or digital signature or failure to encrypt. The Bank may, in its absolute discretion, without having to state any reason and without any liability whatsoever, refuse to act upon any Instruction, whether in respect of any Account, Service, Facility, Transaction and/or otherwise. Without limitation to the generality of the foregoing, the Bank may refuse to act upon any Instruction if: (i) (ii) (iii) any Instruction is unclear; the Bank receives ambiguous or conflicting Instructions; or the Bank believes, in good faith, that any Instruction is fraudulent, forged or unauthorised or that acting on any Instruction may be in breach of any Applicable Laws. Nothing in the Client Agreement and Facility Documents obliges the Bank to enter into any Transaction with the Client and the Bank may refuse to enter into any Transaction or otherwise act on any Instruction without giving any reason for such refusal. In the event that the Bank decides to act on any Instruction or is otherwise under an obligation to act on any Instruction, the Bank Julius Baer & Co. Ltd., Singapore branch 18

21 Bank shall be allowed such amount of time to act and implement such Instruction as may be reasonable having regard to the systems and operations of the Bank and the other circumstances then prevailing. The Bank shall not be liable for any Loss whatsoever or howsoever arising from any delay on the part of the Bank in acting on any such Instruction. The Bank may (but is not obliged to) act on ambiguous or conflicting Instructions and if it so decides to act, the Bank shall be entitled to rely and act upon any Instruction in accordance with any interpretation which any officer or employee of the Bank believes in good faith to be the correct interpretation and the Bank shall not be liable for any Loss whatsoever or howsoever arising from an incorrect interpretation of the Instruction. (e) (f) (g) (h) (i) (j) Any standing Instruction in respect of the operation of any Account shall cease to have any effect upon the Bank receiving notice (whether oral or otherwise) of the death, incapacity, bankruptcy or liquidation of the Client provided that where the Account is opened in the joint names of more than one Client or if the Client is a partnership and in the event of death or incapacity of any of the Client(s) as holder(s) of the joint Account or as partner(s) in the partnership respectively, Clause 3 of this Section shall apply. Without limitation to the generality of Clause 16 of this Section and Section 3 Risk Disclosure Statement, the Client acknowledges that it is aware of the risks involved in the use of postal services, telephone, facsimile and , which may include errors in transmission, mutilation, interruption or delay in transmission, technical defect, data corruption, viruses, power failure, breakdown of telecommunication networks, fraud, forgery, misunderstanding, unintended disclosure or unauthorised interception or manipulation or fraud or forgery of third parties or any Force Majeure Event. The Client agrees that it shall bear all such risks and notwithstanding the foregoing, the Client authorises the Bank to accept any Instruction and effect any Communication through such means. Without limitation to the generality of Clause 16 of this Section and the terms of this Clause 5, the Client undertakes to indemnify the Bank against all and any Loss incurred by the Bank of whatever nature and howsoever arising out of or in connection with the Bank acting in accordance with any Instruction and the Client agrees to perform and ratify any contract entered into or action taken by the Bank as a result of such Instruction. Notwithstanding the foregoing, the Bank is entitled to reject, not accept or comply with any Instruction (including any Instruction from the Client to make or take delivery of any asset (including Assets)) without providing any reason to the Client, and may, but shall not be obliged to, require the Client to verify the authenticity of or clarify such Instruction to the satisfaction of the Bank prior to the Bank executing such Instruction which may result in, amongst others, a delay in executing such Instruction. The Bank shall not be liable for all and any Loss incurred by the Client. The terms of this Clause 5 and the Bank s rights hereunder shall apply to, and be conferred on, any Affiliate which receives any Instruction, all of which shall be entitled to enforce and enjoy the benefit of this Clause to the fullest extent allowed by law. Where the Client and/or the Authorised Representative(s) consists of more than one person, Instructions (other than Instructions requiring signature, as determined by the Bank in its absolute discretion) from any one of them may be accepted and acted on by the Bank notwithstanding inconsistency with signing instructions notified to the Bank. The Client authorises the Bank (but the Bank shall not be obliged) to record oral Instructions from the Client and/or Communications (including telephone conversations) between the Bank and the Client by audio recording devices and/or in writing and any such records of the Bank shall constitute conclusive evidence as against the Client of the fact and content of such oral Instructions or Communications. 6 DEPOSITS AND WITHDRAWALS 6.1 Deposits and withdrawals can be made by the Client in such manner as the Bank may prescribe from time to time. Notwithstanding the foregoing, the Bank may, in its absolute discretion, at any time, without liability or disclosing any reason to the Client, refuse to accept or reject any deposit for or, as the case may be, refuse to allow any withdrawal from, any Account, limit the amount that may be deposited or, as the case may be, withdrawn, or return all or any part of the deposit without any liability therefor. 6.2 Cash deposits which are not verified immediately are subject to count by the Bank. In the event that the amount on the deposit ticket or receipt ticket differs from that of the Bank s cash count, the Bank s count shall be final and conclusive. Receipts for deposits and deposit slips are not valid receipts unless they are validated by the Bank s machine stamp or computer terminal or signed by the Bank s authorised signatory. 6.3 The Client shall only be entitled to draw on any Account with a credit balance or with pre-approved Facilities granted by the Bank to the Client (subject to the Bank s pre-approved limit and other relevant requirements) and shall not be entitled to draw on any other Affiliate. Unless otherwise agreed by the Bank, no deposit in any currency into any Account, howsoever made, shall be available for withdrawal until the Bank has received actual payments of funds into such Account. Bank Julius Baer & Co. Ltd., Singapore branch 19

22 6.4 In the event that the Client has drawn on any deposit in any Account when no actual payment has been received by the Bank, the Client authorises the Bank to reverse the credit entries and to take any other necessary steps without notice (whether oral or otherwise) to the Client and any such reversal of entries and such other action taken by the Bank shall be binding on the Client. 6.5 If the Client instructs the Bank to credit an Account with the equivalent in the currency in which that Account is maintained of any foreign currency deposits, the Bank shall have the right to use such rate of exchange for conversion as the Bank may, in its absolute discretion, conclusively determine and shall be entitled to recover all and any Loss if the Bank fails to receive the requisite payment subsequently or if the payment in foreign currency deposits received by the Bank is less than the Equivalent Amount in the currency of the Account credited by the Bank. 6.6 Withdrawal from any Account shall be made only by the Bank s drafts, cheques or telegraphic transfers in the currency of that Account. The Bank may, in its absolute discretion, pay the Client in any other currency as may then be in local circulation or, upon the occurrence of a Force Majeure Event, any currency which the Bank deems fit. The conversion of the currency of the Account to the currency of payment shall be at such rate of exchange as the Bank may in its absolute discretion conclusively determine. 6.7 The Bank s assets corresponding to the Client s credits in any foreign currency may be deposited with correspondents established either in the country of origin of the relevant currency or in another country. The Client shall bear, in proportion to its interest, all the economic and legal consequences which may affect all or any of the Bank s assets in the country of origin of the relevant currency or in another country where the funds are invested resulting from measures adopted by these jurisdictions or by other jurisdictions or from any Force Majeure Event. 6.8 The Bank shall validly fulfill its obligations arising from the Account(s) in foreign currencies by crediting or debiting accounts held with the Bank, a correspondent bank or a bank named by the Client. The Client shall bear the risk of insolvency of any such bank. 7 STATEMENT OF ACCOUNT AND CONFIRMATION OF TRANSACTIONS 7.1 The Client undertakes to carefully examine all confirmations, advices and statements (each, a statement ) supplied by the Bank recording or setting out any transaction and/or details of any activity on any Account. The Client agrees that unless the Client objects in writing to any matter contained in a statement within fourteen (14) days from the date of the same, the Client shall be deemed conclusively to have approved and accepted as true and accurate in all respects all the matters contained therein which shall be conclusive and binding on the Client. The Client further accepts all risks arising from the Client s election not to receive statements as and when they are available to the Client. 7.2 Without prejudice to the foregoing, the Bank may, in its absolute discretion and without prior notice (whether oral or otherwise) to the Client, correct any statement at any time to rectify any error therein and pursuant thereto take any action that the Bank deems necessary including the crediting and/or debiting of Assets with respect to any Account. 7.3 Valuations and rates stated in statements on Assets are guidelines and indicative only, and shall not represent actual valuations or rates at which the Assets may be sold or bought. The Bank shall not be obliged to buy or sell at such values and rates. The Client is aware that the statements on Assets are unaudited and may be subject to alteration or correction at any time. 7.4 Alternative Investments may be illiquid and valuation information may not be available. Value(s) of Alternative Investments in a statement is based on the most recent valuation information reported to the Bank. No guarantee or assurance is given by the Bank with respect to the accuracy of any information provided. Subscriptions for Alternative Investments are subject to confirmation of price and quantity, and may result in delay in reporting in the statement. Payment for capital call commitments may not be reflected in the statement. The Bank shall not be responsible for all and any Loss incurred by the Client as a result of any unavailable, delayed or inaccurate information in the statement. 8 TERMINATION OF BUSINESS RELATIONSHIP 8.1 The Bank may, at any time from time to time, in its absolute discretion and without any reason to the Client, suspend, cancel, close or terminate (as the case may be) any or all Accounts, Services, Facilities, Transactions and/or any existing business connection with immediate effect upon notice (whether oral or otherwise) to the Client. 8.2 Upon termination of any or all of the Services, Facilities and/or Transactions, the Total Liabilities or debts of any nature and any sums due and payable to the Bank in respect of the relevant Services, Facilities and/or Transactions, including the whole or part of any fees or any other sums which are periodically payable (such amounts being correspondingly proportionate to the period which has elapsed prior to the date of termination) shall be immediately due and payable without notice (whether oral or otherwise) and the Bank shall be entitled to demand immediate repayment thereof (whether such demand is made orally Bank Julius Baer & Co. Ltd., Singapore branch 20

23 or otherwise) and the Bank shall not be obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment. 8.3 If the Bank determines that there has been no activity on any Account for an extended period, the duration of which shall be determined by the Bank from time to time in its absolute discretion, the Bank may designate such Account as a dormant account (each, a Dormant Account ). 8.4 Upon the designation by the Bank of any Account as a Dormant Account, the Client acknowledges and accepts that the Bank shall: not be obliged to send any further statement of accounts to the Client; be entitled to impose charges in accordance with Clause 10.1 of this Section, and withhold Services; and be entitled to close such Dormant Account. 8.5 The Client accepts that upon closure of any Account(s) pursuant to Clause 8.1, no Service shall be performed by the Bank. Assets in the Account(s) shall be dealt with as unclaimed Assets in accordance with the Bank s procedures as the Bank shall in its absolute discretion deem fit. No interest shall accrue or be paid by the Bank on unclaimed balances from any closed Account(s). Closure of the Account(s) or termination of all of the Services, Facilities and/or Transactions shall not affect the provisions relating to indemnities and the rights, powers and benefits of the Bank set out in the Client Agreement and Facility Documents. 9 PAYMENTS 9.1 All payments to be made to the Bank shall be made promptly to, or to the order of, the Bank on the due date or, as the case may be, immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client or such other person(s) as may be necessary to implement any Mechanics of Payment) in the currency in which the amount is outstanding (unless otherwise required by the Bank). All such payments shall be made in full in immediately available and freely transferable funds to such account as the Bank may from time to time designate. Payments shall be free and clear of and without deduction or withholding for any Taxes, charges or fees of any nature now or hereafter imposed or howsoever arising. 9.2 If any payment falls due on a day which is not a Bank Business Day, such payment shall be made on the next succeeding Bank Business Day and all calculations of interest, commission and fees shall be adjusted accordingly, provided that in the case of the payment of any Fixed Advance and/or the interest accruing thereon only, if such next succeeding Bank Business Day falls in another month of the year, such payment shall be made on the immediately preceding Bank Business Day and all calculations of interest, commission and fees shall be adjusted accordingly. 9.3 Without in any way prejudicing or reducing the Bank s rights or the Client s obligations under the Client Agreement and/or Facility Documents, the Client hereby agrees that: all payments to the Bank shall be made in full without any set-off, deduction, withholding, counterclaim or any restriction or condition whatsoever. If the Client is required by law to make any deduction or withholding from any such sum on account of Taxes, the sum payable shall be increased by such amount as may be necessary so that after making such required deduction or withholding, the Bank receives, on the due date for payment of such sum, a net amount equal to the sum the Bank would have received had no such deduction or withholding been required to be made; and unless otherwise agreed to in writing between the Client and the Bank, every payment received by the Bank (whether for credit into any Account or in payment of any sum due to the Bank) in a currency other than that of such Account or in which the payment is to be made, as the case may be, whether as a result of a judgment or order of court or tribunal of any jurisdiction, or as a result of the enforcement of any of the foregoing, may be converted by the Bank, in the Bank s absolute discretion, at such rate of exchange as the Bank may conclusively determine into the currency of the Account for credit to such Account or the currency in which the payment is to be made, as the case may be, and the Client shall bear the cost of such conversion. If the converted amount is less than the amount due to the Bank, the Client shall indemnify the Bank against any and all Costs and Loss which the Bank may incur or suffer. The Bank is authorised to debit the Account with any and all Costs and Loss incurred by the Bank in connection with such conversion. 9.4 Upon the occurrence of a Force Majeure Event affecting or which may affect the currency of the Account, the Bank may, in its absolute discretion, convert the currency of the Account to another currency which is a freely transferable currency at that time, Bank Julius Baer & Co. Ltd., Singapore branch 21

24 as determined by the Bank in its absolute discretion (the new currency ) at such rate of exchange as the Bank shall conclusively determine and any Loss, including foreign exchange loss, shall be borne by the Client. Every payment for the Account thereafter shall be in the new currency. 9.5 If any sum paid by or recovered from the Client or any other person(s) (whether in respect of all or any part of the Total Liabilities or otherwise) is less than the amount then due at such time, the Bank may apply that sum to expenses, interest, fees, commission, principal or any amount due in such proportions and order and generally in such manner as the Bank may, in its absolute discretion, think fit or may credit the sum or part thereof to a suspense account if the Bank thinks fit, and the Client or the payer shall have no right to make any appropriation. 9.6 Any discharge of the Client or any other Security Party by the Bank shall be deemed to be made subject to the condition that it shall be void to the extent that any security, disposition or payment granted or made to the Bank by the Client and/or Security Party or any other person is set aside, avoided or reduced pursuant to any provision, law or enactment relating to the dissolution, deregistration, bankruptcy, liquidation, reorganisation or otherwise of such Client, Security Party or such other person (whether as a preference or otherwise) or proven otherwise to have been invalid, in which event such Client and/or Security Party shall make good to the Bank immediately upon demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client and/or Security Party as may be necessary to implement any Mechanics of Payment) such amount as shall have been set aside, avoided or reduced as aforesaid, and the Bank shall be entitled to enforce the indemnities herein against the Client and/or such other Security Party subsequently as if such discharge to the extent aforesaid had not occurred. 9.7 Unless the Bank in its absolute discretion otherwise thinks fit, any payment from the Bank to the Client shall be payable only in the currency in which it is due and shall be subject to all Applicable Laws, customs and usages (including any foreign exchange restrictions or controls) and the sovereign risk of the country of such currency. The Bank may pay the Client in any manner as it deems fit but shall in no circumstances be required to pay the Client by making delivery of cash. 9.8 Any notice or certificate signed by any officer of the Bank as to the amount due and owing to the Bank shall be final, conclusive and binding on the Client. 10 COSTS, CHARGES, INTEREST AND COMMISSION 10.1 The Bank may impose such service charge and/or service fee for any Service provided by the Bank or action taken by the Bank in carrying out Instructions relating to any Account, Service, Transaction, and/or Facility, at such rate and on such basis and interval as prescribed by the Bank from time to time. The Bank reserves the right to impose a charge if any Account: is closed; is designated by the Bank as a Dormant Account; or has a balance below the minimum amount from time to time prescribed by the Bank The Client shall pay to the Bank immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) and in accordance with any other applicable terms and conditions, Costs on any Facility or accommodation granted to the Client and any outstanding or sums overdrawn on any Account from time to time calculated at such rate and in such periods as the Bank may prescribe. The Bank shall have the right to alter its interest and commission rates at any time and the Bank may (but shall not be obliged to) advise the Client thereof in any form. The Client shall be bound by such rates with effect from the date of such alteration as determined by the Bank (regardless of whether the Bank has advised the Client thereof) Unless otherwise specifically agreed by the Bank, the interest on any money due and owing to the Bank (including capitalised interest) shall at the end of each calendar month be capitalised and added for all purposes to the principal sum then due and owing and shall thenceforth bear interest at the rate stipulated by the Bank and be secured (if Collateral or Margin has been provided) and payable accordingly notwithstanding that the relationship of banker and client may have ceased by a demand for monies and/or interest by the Bank or otherwise until the date full payment is received by the Bank (after as well as before judgment). All the covenants and conditions express or implied herein and in any other applicable terms and conditions and all the powers and remedies conferred by law or hereby or otherwise and all rules of law or equity in relation to the said money due and owing and interest shall equally apply to such capitalised interest and to interest on such arrears. Bank Julius Baer & Co. Ltd., Singapore branch 22

25 10.4 Any Costs of any nature (including legal costs on a full indemnity basis incurred by the Bank in the determination of any question of law or resolution of any dispute), whether in Singapore or in any other jurisdiction, due to or incurred by the Bank, its Affiliates and/or its Agents in relation to the issue of any Guarantee or in respect of or in connection with any Account, Service, Facility and/or Transaction shall be borne by the Client and shall be paid to the Bank immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client or such other person(s) as may be necessary to implement any Mechanics of Payment). In connection with the issue of any Guarantee, the provision of any Facility and/or Service by the Bank or in connection with the Account(s), Transaction(s) and/or any other transaction relating to the same, the Client shall pay to the Bank, immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment), any increased costs resulting from (i) the introduction of or any change in (or in the interpretation, administration or application of) Applicable Laws, or (ii) compliance with Applicable Laws at any time in connection with such Guarantee, Account(s), Service(s), Facility(ies) or Transaction(s) The Client authorises the Bank to debit any Costs and any other amount due to the Bank under the Client Agreement and Facility Documents from any Account and, if necessary, to make any currency conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine In respect of any Transaction, the Bank may in its absolute discretion charge the Client a commission and/or impose a markup on the price All and any Costs incurred for the creation and/or perfection of the security created or any security for the Total Liabilities and in the exercise of any of the Bank s rights and remedies (including any legal costs on full indemnity basis) under the Client Agreement and/or Facility Documents shall be borne by the Client and paid to the Bank immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) together with Costs and interest from the date of the same having been incurred to the date of payment at such rate or rates as the Bank may determine and the Bank is entitled to debit all such amounts from any account (including the Account) which the Client may have with the Bank. In this connection, a written statement signed by any of the Bank s duly authorised officer stating the Costs and interest incurred shall be conclusive (in the absence of manifest error). 11 RESPONSIBILITIES FOR INVESTMENTS 11.1 Unless expressly agreed to in writing by the Bank, the Client acknowledges and agrees that: (d) (e) (f) the Bank is not obliged to provide the Client with any advice or recommendation; the Bank does not act as the Client s adviser or fiduciary; even if the Bank may have provided information, recommendation, advice or views, such information, recommendation, advice or views are not to be regarded as investment advice provided by the Bank to the Client and not to be relied upon by the Client as such; the Client accepts that no Communication from the Bank shall be considered assurance or guarantee of the expected results of any Transaction; for each and every Transaction, the Client shall be solely responsible for evaluating the merits and risks of the Transaction and making its own decision to enter into the Transaction, and each and every Transaction shall be executed solely at the Client s risk; and in its dealing with the Client, the Bank is entitled to rely materially on the Client s agreement herein to accept sole responsibility for the Transactions. 12 NON-DISCRETIONARY ASSET MANAGEMENT 12.1 This Clause 12 shall apply in respect of any Account in relation to which the Client has not executed a Discretionary Mandate Agreement. The Client agrees that the Bank shall invest and re-invest the Client s Assets only in accordance with the Client s Instructions unless such Instructions violate the relevant Offering Document relating to an Asset. The Client accepts and agrees that the Offering Document shall be binding on the Client and all Assets held by the Client and all Transactions of the Client are subject to and shall be in accordance with the Offering Document. Bank Julius Baer & Co. Ltd., Singapore branch 23

26 12.2 Notwithstanding anything to the contrary in the Client Agreement, all Instructions given by the Client to the Bank to acquire or dispose of any Asset or to enter into any Transaction shall (subject to Applicable Laws) be irrevocable and any allocation given to the Client (as may be determined by the Bank in its absolute discretion) shall be binding on the Client, notwithstanding any change in market conditions between the time of the Client s Instructions and the allocation. However, the Bank may in its absolute discretion decline to act or stop acting on any Instruction without prior notice (whether oral or otherwise). In such circumstances, the Bank shall notify the Client as soon as reasonably practicable of its decision whether in writing or otherwise but shall not be obliged to disclose any reason therefor. The Client confirms that the Client is aware that there is no guarantee or assurance with respect to the amount of the Assets the Client may be ultimately allocated pursuant to Instructions given by the Client to acquire any Asset, and if none is allocated, all obligations and liabilities arising from the Instructions shall cease. The Client acknowledges and agrees that the Bank shall have absolute discretion to choose the method and the place in which Transactions are executed, to negotiate and execute counterparty and account opening documentation on the Client s behalf and otherwise act as the Bank considers appropriate in implementing the Client s Instructions. The Bank shall have no obligation to enter into negotiations with any counterparty on behalf of the Client with respect to any Transaction. The Bank shall accept no responsibility for any representation, warranty or other obligation as agreed by the Client with any third party in connection with any Transaction. The Bank may take such steps as are necessary to enable the Bank to comply with Applicable Laws including the rules, regulations and proper market practices of any relevant market, exchange and clearing house as determined by the Bank in its absolute discretion. In the case of over-the-counter derivatives transactions, the Bank may effect transactions on behalf of the Client with any counterparty or counterparties of the Bank s choice and on such terms as the Bank may determine at its discretion The Client acknowledges that each sale and/or purchase of any of the Client s Assets is subject to the customs and usages of the place of the Transaction, any relevant exchange market and/or clearing house and to Applicable Laws The Client s Assets shall be held by the Bank for the account of and at the risk of the Client and shall (unless otherwise instructed by the Client in writing) be registered in the name of the Bank or as the Bank shall in its absolute discretion direct. The Client further accepts and agrees that the Bank has no obligation to supervise, monitor the Client s Assets and/or update the Client in respect of the performance of the Assets. The Bank shall not, in any manner whatsoever, be liable for the performance of the Client s investments, the suitability of investments for the Client, the accuracy, completeness and/or adequacy of information contained in the Offering Documents and for any Loss of the Client The Client represents and warrants that the Client s Assets are and shall remain in the sole beneficial ownership of the Client unless otherwise notified in writing to the Bank, in which case the Client represents and warrants that it is the sole legal owner of the Assets duly authorised by the beneficial owner(s) of the Assets to deliver and transfer the Assets to or to the order of the Bank for management or safe custody) and the Assets are and shall remain free from all claims and any lien, pledge, mortgage, charge, security or proprietary interest or other encumbrance whatsoever other than any security interest conferred in favour of the Bank The Client undertakes that it shall: pay all calls (including capital calls in respect of Alternative Investments) and make all other payments due in respect of such Assets held by the Bank when due, and ensure that there are sufficient funds available in the respective Account(s) for such calls and payments; and maintain in full force, validity and effect all governmental and other approvals, authorities, licences and consents required in connection with any Asset, Account, Service, Transaction or otherwise For the avoidance of doubt, the Bank shall be entitled to exercise any and all of the powers set out in Clause 15.2 (where applicable) for the purposes of this Clause 12 (but as if references to Client Securities therein were read as references to Assets and with such adaptations as may be necessary) Unless the Bank otherwise agrees and notwithstanding anything to the contrary in the Client Agreement, the Bank will effect Orders for the acquisition of assets (including Assets) (on behalf of the Client or on the Instructions of the Client or otherwise) only if the Client has sufficient funds in the Account(s), or the Client has otherwise arranged in advance to make sufficient funds available, for such acquisition and related Costs and amounts. The Bank will only effect Orders for the disposal of Assets if such Assets are in the Account(s) free of all liens and encumbrances whatsoever. Unless the Bank agrees otherwise, an Order which is not executed or in respect of an Order which is partially executed, that part of the Order which is not executed, is valid only for the day on which they are given. The agreement of the Bank to enter into any Transaction for the Client s Account is subject to the Client giving such warranties and indemnities requested by the Bank (whether such request is made orally or otherwise) Bank Julius Baer & Co. Ltd., Singapore branch 24

27 in relation to such Transactions. If there is any shortfall of funds, the Bank reserves the right (but is not obliged) to immediately sell or liquidate the Assets of the Client (including Assets the Client had contracted to buy), without notice (whether oral or otherwise) to the Client, at such price and in such quantities as the Bank may think fit and recover from the Client any Loss suffered or incurred by the Bank without any prejudice to any other right which the Bank may have against the Client (regardless of whether the Bank has, in its absolute discretion, granted, provided or extended time to the Client to make good such shortfall of funds and such time granted, provided or extended to make good such shortfall of funds has not expired). In the event that the Client does not have sufficient Assets which the Client has contracted to sell, the Bank reserves the right (but is not obliged) to buy-in the Assets and/or to recover Loss and penalty charges, if any, from the Client. Subject to Applicable Laws, the Bank may aggregate the Client s orders with: (i) the Bank s own orders, (ii) orders of persons connected with the Bank, or (iii) orders of any other persons. Such aggregation may on some occasions operate to the Client s advantage and on other occasions to the Client s disadvantage. Market conditions may not permit the Client s aggregated order to be executed at once or in a single transaction. The Bank may therefore execute it over such period as the Bank deems appropriate and may report to the Client a volume weighted average price for a series of transactions so executed instead of the actual price of each transaction and the Client authorises the Bank to do so accordingly The Bank may (but shall not be obliged to) from time to time and in its absolute discretion temporarily advance monies to the Client to enable the completion of purchase contract(s) and Transaction(s) to take place on or as soon as may be practicable after any due settlement date or to meet management or other charges which fall to be debited to the Account(s). Such advances shall be repaid immediately on demand (and may, in the Bank s absolute discretion, be debited from the Account(s), whether such demand is made orally or otherwise) together with accrued interest which shall be charged at such rate as the Bank may in its absolute discretion determine from time to time. The Bank shall not be obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment. Section 5 Terms and Conditions for Credit Facilities in the Client Agreement shall apply to any such temporary advances made by the Bank Upon receipt by the Bank of any sale proceeds or other payments (including interest, income or dividends) for the account of the Client, the Bank is hereby authorised and directed to credit such sums to the Account(s) unless the Client has given to the Bank: specific written Instructions to do otherwise, or standing Instructions to do otherwise which have not been withdrawn and which remain in force Subject to the Client Agreement and provided that any withdrawal of Assets is not in conflict with any Applicable Laws or the terms of the relevant Offering Document relating to an Asset or the terms of any document or agreement entered into between the Client and the Bank: the Client may withdraw all or any part of the Client s Assets upon giving written notice to the Bank in a form satisfactory to the Bank; such withdrawal, if in cash, shall, if necessary, be made from the proceeds of the sale of such Assets by the Bank and shall be forwarded to a bank account nominated by the Client in the withdrawal notice; if the Client wishes to withdraw Assets other than in cash, the Bank will arrange for such Assets or for certificates evidencing the same to be forwarded to a financial institution or person nominated by the Client unless such certificates have not yet been received by the Bank, in which case the Bank will arrange for the Client to be so notified whether in writing or otherwise and for the certificates to be forwarded to the person(s) nominated by the Client as soon as practicable after the receipt thereof by the Bank The Client shall pay all Costs for or in respect of any custodian, agency, nominee, brokerage, valuation or other professional services as the Bank may from time to time prescribe for the Account(s), Service(s), Facility(ies) and Transaction(s) The Bank is expressly authorised and directed to deduct any amount due and owing to it by the Client from any monies received by it for and on behalf of the Client or from any monies standing to the credit of any Account and making any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine. If there are insufficient funds standing to the credit of such Account, the Client shall pay the amount of such shortfall immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) and until payment in full thereof by the Client, the Bank may retain the Client s Assets by way of general lien The Client hereby irrevocably appoints the Bank and its Agents, nominees and authorised officers severally to be the agent and attorney for the Client and in the name and on behalf and as the act or deed of the Client or otherwise, to execute all documents Bank Julius Baer & Co. Ltd., Singapore branch 25

28 and to do all things as may be required for the full exercise of all or any of the powers hereby conferred on the Bank or as it may consider expedient in connection with the management of the Client s Assets and/or any Transaction At the request of the Bank (whether such request is made orally or otherwise), the Client shall execute such documents and deeds and perform such acts as the Bank may consider expedient in connection with the Bank s management of the Client s Assets Without limitation to the generality of Clause 16, the Bank and its Affiliates shall not be liable for: (d) (e) (f) any Taxes payable on or in respect of the Client s Assets; any diminution in the value of such Assets or the failure to secure a particular level of income or capital gain; any call, installment or other payment relating to such Assets held by the Bank or any Agent, or in relation to any such Asset arising or offered by way of redemption, bonus, preference, option or otherwise; any Loss of any kind which may be incurred by the Client in respect of any asset (including Assets) unless such Loss is due to the gross negligence or wilful default of the Bank or its agents or any of their officers or employees (in which event the liability of the Bank shall not exceed the market value of such assets (including Assets) at the time of discovery of such gross negligence or wilful default but in no circumstances whatsoever shall the Bank be liable to the Client for any indirect, special or consequential Loss whether or not the Bank is aware, or is advised of the possibility, of such Loss); any Loss which may be incurred by the Client as a result of the custodian services which may be provided by the Bank and the Bank shall not be liable for any act or omission of any custodian, sub-custodian, broker or agent selected by it in good faith; and any Loss suffered by or occasioned to the Client by: (i) any act, omission or insolvency of any Agent, (ii) the collection or deposit or crediting to an Account of invalid, fraudulent or forged Assets or any entry in an Account which may be made, or (iii) any Force Majeure Event. Each Agent shall be entitled to enforce and enjoy the benefit of this Clause to the fullest extent allowed by law The Bank shall be under no duty or obligation to insure the Client s assets (including Assets) for the Client (including, without prejudice to the generality of the foregoing, against any risk of loss, damage, destruction or mis-delivery of such assets (including Assets) or any part thereof) and shall not be liable for any loss, damage or destruction howsoever caused Any termination of the agreement of the relationship between the Bank and the Client and any return of the Client s Assets by the Bank to the Client, whether or not following termination, shall be without prejudice to the right of the Bank to settle any Transaction entered into or liability incurred by the Client or by the Bank or any Agent on behalf of the Client prior to termination and the rights of the Bank shall survive such termination The Bank may: as soon as practicable after carrying out any Instructions given by the Client or an Authorised Representative, issue a transaction advice confirming to the Client that such Instructions were carried out; and render statements of account to the Client at such intervals as shall be agreed between the Bank and the Client The Client represents and warrants to the Bank that it has obtained, read and understood the relevant Offering Document(s) issued in relation to any asset (including Assets) which the Client intends to acquire. The Client warrants to the Bank that it is eligible to participate in such investments and acquire such assets pursuant to the respective Offering Document(s) and Applicable Laws, and its participation and acquisition is not in breach of the respective Offering Document(s) and Applicable Laws. The Bank shall assume no responsibility for the ongoing compliance by the Client with the Offering Documents and Applicable Laws, or for the validity of the Offering Documents. All representations and warranties made by the Bank on behalf of the Client are based on information received from the Client or an Authorised Representative and the Client shall indemnify the Bank in accordance with Clause 16 of this Section for any representation or warranty not being true at any relevant time In respect of any Asset and/or Transaction, the Client agrees to be bound by and the Client is at all times in compliance with all requirements contained in the Offering Documents, Applicable Laws, the Client Agreement, the Facility Documents and/ Bank Julius Baer & Co. Ltd., Singapore branch 26

29 or such further terms and conditions as the Bank may in its absolute discretion deem fit to impose from time to time. The Client shall at any time upon request by the Bank (whether such request is made orally or otherwise), promptly confirm to the Bank in writing the Client s compliance with such requirements and promptly notify the Bank in writing if the Client no longer complies with any requirement. The Client shall promptly provide the Bank with all documents and information as may be required by the Bank in its absolute discretion, in connection with any Transaction, including those required under and/or pursuant to Offering Documents and the Client agrees that any delay or failure on the Client s part may result in Orders being declined or investments being compulsorily redeemed or blocked, and/or Loss to the Client In respect of any Asset and/or Transaction, the Bank is not obliged to obtain investor communications, Offering Documents and/ or other information and the Bank takes no responsibility for the content of such investor communication, Offering Documents and/or other information The Bank may from time to time provide the Client directly or indirectly with reports, analyses or other materials and information in relation to specific assets (including Assets) or generally in relation to investments or markets (collectively, Research Materials ). The Client understands and agrees that: (d) all Research Materials are provided to the Client strictly for its own use and shall not constitute an offer or invitation to the Client to acquire any asset (including Assets); the Bank is not obliged to provide the Client with any Research Material and that all investments are made and all Transactions are entered into solely upon the Client s own judgment and discretion notwithstanding any Research Material the Bank may have provided to the Client; if the Bank does provide such Research Materials, it is not provided as a required Service, nor does the Bank act as an adviser or fiduciary and reliance upon such Research Materials is at the Client s own risk; and the Bank shall be under no liability for the accuracy and completeness of any Research Material, and the performance or outcome of any investment made or Transaction entered into by the Client irrespective of whether such Research Material was provided at the Client s request. Any risk associated with any investment or Transaction and any Loss suffered as a result of the Client making any investment or entering into any Transaction is solely for the Client s account Subscriptions This Clause shall apply to Subscriptions, in addition to and without prejudice to the generality of the other applicable terms in the Client Agreement. The Client may from time to time make Subscriptions through the Bank as its agent/nominee at such final placement price fixed or to be fixed by the relevant Issuer and/or the placing agent(s). The Subscriptions shall be made for the Client s account and at the Client s risk and peril. The Client hereby authorises the Bank to complete and sign, on the Client s behalf, any and all such Offering Documents in relation to any Subscription which shall be binding on the Client. The Client agrees to immediately sign all documents when required by the Bank in connection with any Subscription. The Client further agrees that the Bank may but is not obliged to dispose of, sell and realise the Securities acquired by the Client pursuant to the Subscription if there is insufficient funds in the Account (and the Bank in its absolute discretion decides not to grant an IPO Advance to the Client) and/or if the Client fails to immediately upon request by the Bank (whether such request is made orally or otherwise) sign any document required by the Bank for any Subscription, and the Client shall be liable for any shortfall to the fullest extent if the sale price is lower than the Subscription price. In respect of any Subscription, the Client agrees to be bound by and the Client is at all times in compliance with all requirements contained in the Offering Documents, Applicable Laws, the Client Agreement and/or such further terms and conditions as the Bank may in its absolute discretion as it deems fits impose from time to time. The Client shall at any time upon request by the Bank (whether such request is made orally or otherwise), promptly confirm to the Bank in writing the Client s compliance with such requirements. The Client shall promptly provide the Bank with all documents and information as may be required by the Bank in its absolute discretion, in connection with any Subscription, including those required under and/or pursuant to Offering Documents and the Client agrees that any delay or failure on the Client s part may result in the Subscription being declined or investments being compulsorily redeemed or blocked, and/ or Loss to the Client. Bank Julius Baer & Co. Ltd., Singapore branch 27

30 (d) (e) The Client irrevocably instructs the Bank to debit the Client s Account(s) with the Bank with the amount of the Total Liabilities payable with respect to the Subscriptions. The Client confirms that the Client is aware that there is no guarantee or assurance with respect to the amount of the Securities the Client may be ultimately allocated or placed with, and if none is allocated or placed, the agreement between the Client and the Bank for the Subscription will immediately be terminated and all obligations and liabilities in respect of the Subscription shall cease. The Client hereby represents, warrants, acknowledges and agrees (which representation, warranty, acknowledgement and agreement will be deemed to be repeated by the Bank on each date on which a Subscription is effected by the Client) that, in connection with any and all Subscriptions: (i) (ii) (iii) (iv) (v) (vi) (vii) The Client has read, received and understood the Offering Documents and only relied on the information and representations therein and agree to be bound by its terms, and not relied on any information or Communication supplied or made by the Bank, it being understood that any such Communication shall not be considered investment advice or a recommendation to effect a Subscription nor a representation or warranty in respect of the Securities, including but not limited to, levels of indication of interest and the level of applications. Each Subscription is effected by the Client as principal and for the purposes of investment and the Client has received all the information the Client believes is necessary or appropriate in connection with such Subscription. Each Subscription is the one and only subscription placed by the Client for the Securities and that other than the Subscription effected through the Bank, the Client has not and will not effect Subscription for the said Securities again whether directly or through agents/nominees and the Client does not hold or have any Securities of the Issuer or interest in the issued share capital of the Issuer prior to the Subscription (except as permitted under Applicable Laws). The Client will not hold the Bank or its Affiliates, officers or employees responsible for any misstatements in or omissions from any publicly available information concerning any Issuer, Subscription or Offering Document. The Client shall not bring any claim whatsoever against the Bank and its Affiliates in relation to any Subscription, Securities or Offering Document or in respect of any and all Loss suffered or incurred howsoever arising including Loss in connection with any document, announcement or communication in relation to any Subscription, Securities or Offering Document. The Client is and will be in compliance with all requirements, and eligible for the Subscriptions under, Applicable Laws and the Offering Documents (including the selling restrictions and other requirements therein), and shall bear sole responsibility for ensuring compliance thereto. The Client will not offer, sell, pledge, transfer or otherwise dispose of any of the Securities in any jurisdiction or to any person or in any circumstances which is not in compliance with Applicable Laws or the Offering Documents. To the extent that the Securities are listed or to be listed on the Stock Exchange of Hong Kong or Singapore, or, where applicable under the listing rules of any other jurisdiction in which the Securities are listed or to be listed or required under the relevant Offering Documents, the Client warrants and represents that the Client and its ultimate beneficial owner(s) are independent of (and act independently of), and not connected (or deemed connected), pursuant to Applicable Laws and the Offering Documents, with any relevant person(s) including the Issuer, any director, chief executive, substantial shareholder, employee (or promoter or supervisor, in the case where the Issuer is incorporated in the People s Republic of China) of the Issuer or any of its respective subsidiaries, or any of their respective associates (as defined in the listing rules of the relevant stock exchange) or of the underwriters, lead manager or broker, distributors or their respective connected clients or any person(s) connected with, related to or associated with the Issuer (or such equivalent person(s) pursuant to Applicable Laws and the Offering Documents), if any, (together Related Parties ). The Client is not accustomed to and is not taking instructions from Related Parties or their respective associates in relation to the Subscription, voting rights or disposition of Securities in the Issuer and the Client is not directly or indirectly funded by the Related Parties. The Client has not entered and will not enter into any agreement or understanding (whether formal or informal) to co-operate or otherwise act in concert with any person or persons to, or with a view to, control and/or manipulate the market for the trading of the Securities in such manner as to prevent or adversely affect the establishment of an orderly market for trading or in a manner contrary to Applicable Laws. Bank Julius Baer & Co. Ltd., Singapore branch 28

31 (viii) The Client shall bear sole responsibility for ensuring that all Disclosure Requirements and all other reporting requirements under Applicable Laws including reporting requirements of any exchange, trade repository, clearing house or agent arising from any Transaction, all consent, exemption or other requirements under Applicable Laws and the Offering Documents, are strictly complied with and the Bank is not under any obligation to inform the Client of such requirements. 13 DISCRETIONARY ASSET MANAGEMENT 13.1 This Clause 13 shall apply where the Client has entered into a discretionary asset management agreement with the Bank (the Discretionary Mandate Agreement ). Pursuant to the Discretionary Mandate Agreement, the Client s Investment Model shall take into account the Client s financial and personal circumstances as well as its willingness and ability to take risks. Based on the Client s Investment Model, the Bank may in its absolute discretion construct a portfolio for the Client (the Managed Portfolio ). The Client authorises the Bank to review and adjust the Managed Portfolio from time to time without further Instructions from the Client (the Discretionary Portfolio Service ) The Bank may, from time to time, in its absolute discretion and subject always to the Client s Investment Model, on the Client s behalf and at the Client s risk, in respect of the Managed Portfolio: (d) (e) (f) buy and/or sell whether in cash, leverage or on a forward basis, any investment in Singapore or in any other jurisdiction, investment in domestic and offshore investment companies, funds, collective investment and fund-like instruments (including funds of funds, traded funds, in-house funds, unit trusts, limited partnerships), Alternative Investments (including hedge funds, fund of hedge funds and private equity investments), real estate-related investment instruments and capital market investment, any deposit, Precious Metal, currency, money, Securities and any investment instrument derived from any of the foregoing or any combination thereof, and be authorised by the Client to draw down on any Facilities to buy any of the foregoing or any combination thereof; carry out investments on a fiduciary basis in any jurisdiction and currency in the Bank s name or otherwise; execute any type of transaction on any futures and options market; borrow Securities from the Client s Custodian Account(s) and the Client shall receive a commission for any Securities actually lent; decide to use or refrain from using measures to hedge against price, currency or interest risks and select investment instruments which, in the Bank s absolute discretion, appear appropriate for such purpose (including any other measures with the intention of optimising return on existing investments); and carry out any and all other Transaction(s) as the Bank may determine from time to time The Bank is authorised (but not obliged) to take whatever action the Bank deems appropriate in its absolute discretion regarding the exercise of any rights conferred by or on any holder of any of the Assets comprising the Managed Portfolio at any given time. Without prejudice to the foregoing and for the avoidance of doubt, the Bank shall not and is not obliged to exercise any voting rights conferred by or on any holder of any of the Assets comprising the Managed Portfolio at any given time The Bank may in its absolute discretion act on any Instruction given by the Client to carry out a specific Transaction (each, a Specific Investment ) in respect of the Managed Portfolio provided that such Specific Investment is in accordance with the Client s Investment Model. The Client agrees that the Bank shall be under no duty or obligation to monitor the performance of any Specific Investment and shall assume no liability in relation thereto. The Client confirms that the Client s Investment Model and Specific Investment Instructions take into account the Client s financial and personal circumstances as well as the Client s willingness and ability to take risks. The Client acknowledges and agrees that the Bank shall assume no liability in relation to the Client s Investment Model. The Client acknowledges that investments made in accordance with the Client s Investment Model and/or the Specific Investment Instructions may result in significant exposure to particular types of investments which may increase portfolio volatility The Bank may impose a fee at such rate as it may prescribe from time to time for the Services provided under the Discretionary Mandate Agreement. Bank Julius Baer & Co. Ltd., Singapore branch 29

32 13.6 Without prejudice to Clause 16 of this Section, the Bank shall not be responsible for or liable to the Client for any Loss which the Client may suffer or sustain as a result of or in the course of discharge by the Bank of its duties under or pursuant to the Discretionary Mandate Agreement (including any Loss arising in connection with any Specific Investment) unless such Loss is due to the gross negligence or wilful default of the Bank Without prejudice to Clause 8 of this Section, either the Client or the Bank may terminate the Discretionary Mandate Agreement at any time by giving forty-eight (48) hours written notice to the other party. Upon termination of the Discretionary Mandate Agreement: the Bank shall not perform any Service or take any further action in relation to the Managed Portfolio or any part thereof as the Bank shall in its absolute discretion deem fit including leaving the Managed Portfolio as is except to settle any Transaction entered into, or liability incurred, by the Client or by the Bank or any agent on behalf of the Client thereunder prior to termination; and the Client and/or the Authorised Representative shall provide Instructions to the Bank in relation to the Assets comprising the Managed Portfolio. In the absence of any such Instruction, the Bank shall be entitled, in its absolute discretion, to take any action as the Bank deems fit in relation to such Assets, including the liquidation, transfer and disposal of any Asset on such terms as the Bank deems fit, close all open contracts entered into by the Bank on behalf of the Client under the Discretionary Mandate Agreement and liquidate the Managed Portfolio and investments or any part thereof, to make any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine and/or take such action as the Bank shall deem appropriate in relation to the Managed Portfolio. In the event that the Bank liquidates the Managed Portfolio or any part thereof, the Bank s duty is limited to selling the Assets comprising the Managed Portfolio at prevailing market prices in good faith In the event that any or all of the Assets comprising the Managed Portfolio is/are used as Collateral or Margin for the Service(s), Facility(ies) or Transaction(s), the Client acknowledges that any Collateral or Margin requirement imposed by the Bank in relation thereto may affect investment decisions made by the Bank in respect of the Managed Portfolio and agrees that the Bank may in its absolute discretion exercise any of its rights under the General Terms and Conditions in respect of the Collateral or Margin (including its rights to sell or liquidate the Collateral or Margin, close out Financial Transactions and/or enforce its rights under any Security Documents) notwithstanding its obligations under the Discretionary Mandate Agreement. The Client hereby irrevocably and unconditionally releases and discharges the Bank from any and all responsibility and liability whether as a fiduciary, pursuant to the Discretionary Mandate Agreement or otherwise, in respect of any Loss arising from or in connection with any action or omission of the Bank in respect of any or all of the Collateral or Margin. Nothing in this Clause 13 shall prejudice the Bank s rights under the General Terms and Conditions (including its rights to sell or liquidate the Collateral or Margin, close out Financial Transactions and/or enforce its rights under any Security Document) in respect of any or all of the Collateral or Margin The Client agrees that the Bank may outsource services under the Discretionary Mandate Agreement to any person (including any Agent and any member of the Bank Julius Baer Group) and, without prejudice to the Bank s rights under Section 2 Client Information of the General Terms and Conditions, the Client authorises the Bank to disclose any and all Client Information to such person (including information relating to the Discretionary Mandate Agreement and the Assets comprising the Managed Portfolio) The Bank may, at its absolute discretion, effect Transactions on any market, negotiate and execute counterparty and account opening documentation on the Client s behalf and take all routine or day-to-day decisions and otherwise act as the Bank considers appropriate in managing the Managed Portfolio. The Bank may take such steps as are necessary to enable the Bank to comply with Applicable Laws, the rules, regulations and proper market practices of any relevant market or exchange or clearing house as determined by the Bank in its absolute discretion. In the case of over-the-counter derivatives transactions, the Bank may effect Transactions on behalf of the Client with any counterparty or counterparties of the Bank s choice and on such terms as the Bank may determine at its discretion Upon actual knowledge of the death, bankruptcy or liquidation or mental incapacity of the Client (or, if the Client consists of more than one person, the last surviving person), the Bank may at any time thereafter, without notice (oral or otherwise) to the Client, take any action as the Bank in its absolute discretion deems fit including: not perform any Service or take any further action in relation to the Managed Portfolio or any part thereof as the Bank shall in its absolute discretion deem fit including leaving the Managed Portfolio as is except to settle any Transaction entered into, or liability incurred, by the Client or by the Bank or any agent on behalf of the Client thereunder; Bank Julius Baer & Co. Ltd., Singapore branch 30

33 liquidate, transfer and dispose of any Asset on such terms as the Bank deems fit, close all open contracts entered into by the Bank on behalf of the Client under the Discretionary Mandate Agreement and liquidate the Managed Portfolio and investments or any part thereof, make any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine and/or take any action as the Bank deems fit in relation to the Managed Portfolio. In the event that the Bank liquidates the Managed Portfolio or any part thereof, the Bank s duty is limited to selling the Assets comprising the Managed Portfolio at prevailing market prices in good faith; and/or continue to provide the Discretionary Portfolio Service or other Services under the Managed Portfolio. 14 COLLATERAL 14.1 Collateral or Margin may be required by the Bank for Accounts, Services, Facilities and/or Transactions. As security for the Client s obligations to the Bank and the Total Liabilities, the Client shall provide and/or maintain, and/or procure that any Security Party provide and/or maintain at all times sufficient Collateral or Margin as determined by the Bank in its absolute discretion. Any security created is without prejudice to any other Collateral, Margin or security which the Bank may now or hereafter hold from the Client or any Security Party or on the Client s Account, and may be enforced without first having recourse to any other Collateral, Margin or security or any other person(s) whatsoever, nor shall such security prejudice any rights the Bank may have in law or otherwise including the right of lien, set-off or combination or consolidation. Any security created shall remain in full force and effect as a continuing security unless and until the Bank discharges it and shall not be limited by any intermediate payment or satisfaction of the Total Liabilities The Collateral Value may be revised at any time from time to time in the Bank s absolute discretion. The Bank may determine at any time in its absolute discretion that the Collateral Value is zero, notwithstanding that the market value is otherwise. The Bank may require, from time to time, additional Collateral or Margin to meet the requirement for Collateral or Margin prescribed by the Bank from time to time for the relevant Accounts, Services, Transactions and/or Facilities Collateral or Margin acceptable to the Bank may include any currency, cash, security, Securities, Precious Metal or other property or assets (including Assets) (including funds, bonds, notes and other financial instruments or other interests of the relevant Security Party) as the Bank may in its absolute discretion deem fit The Client shall, and, where applicable or if required by the Bank, shall procure that every other Security Party and/or any other person(s) does, provide upon demand (whether such demand is made orally or otherwise) such Collateral or Margin or additional Collateral or Margin in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/ or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such Collateral or Margin). If the Collateral Value or value of any Margin is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including: requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise), provide the Bank with additional Collateral or Margin in such form and value acceptable to it and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Collateral or Margin); and/or immediately selling or realising any and/or all of the Collateral or Margin or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 14.4 or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Collateral or Margin and such time granted, provided or extended has not expired. All expenses and charges incurred thereby shall be borne by the Client on a full indemnity basis The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client s expense (including the payment of Costs incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require Bank Julius Baer & Co. Ltd., Singapore branch 31

34 (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank s security interest in the Collateral, Margin or any part thereof and the Bank s title to the security thereby constituted or intended to be constituted by the Collateral or Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation The Client shall not, and shall procure that any other Security Party shall not, sell, transfer, assign, encumber, pledge, create any further mortgage, charge or lien over or security interest in, dispose of or otherwise deal with the Collateral, Margin or any part thereof or any interest therein without the prior written consent of the Bank Notwithstanding: that the Bank may be appointed as a custodian, agent or otherwise, or if the Bank has expressly agreed to act in a fiduciary capacity for all or part of the Collateral or Margin, or any obligation of the Bank under the Discretionary Mandate Agreement, the Bank may, upon the enforcement of its rights in respect of the Account(s), Service(s), Facility(ies) and Transaction(s), sell, dispose of, realise or otherwise deal with the Collateral or Margin as the case may be, as the Bank may in its absolute discretion deem fit without incurring any liability whatsoever or howsoever in respect of such capacity or, as the case may be, under the Discretionary Mandate Agreement. 15 PRODUCT TERMS AND CONDITIONS 15.1 Deposit Services Current Account (i) (ii) (iii) (iv) (v) (vi) (vii) The Client may open any Account as a current Account. The Client acknowledges that each current Account is non-interest bearing and that all internal and external funds transfers associated with the Account(s), Service(s), Facility(ies) or Transaction(s) are normally processed through a current Account of the relevant currency. The Client may make deposits to a current Account in person or by transfer from any bank or any other Affiliate by way of cheque or other instrument as may be acceptable to the Bank. All cheques or other instruments received after the normal clearing time shall be deemed to be received for the Client s account on the following Bank Business Day or as otherwise required by the applicable clearing house or market practice in respect of the currency of that cheque or instrument. The Bank shall not be liable for any loss of any cheque or other instrument in transit or otherwise and may impose a collection fee for deposit of foreign currency cheques or instruments and all inward remittances. Deposits in cash shall be subject to such limits and service fees as the Bank may determine and the Bank may, in its absolute discretion, refuse to accept any deposit (by whatever manner), in particular, if any information regarding the origin of such deposit is insufficient or unsatisfactory. Without limitation to the generality of Clause 6 of this Section, the Bank reserves the right to refuse to accept any cheque or other instrument for the Client s account that is payable to a third party, even if such cheque or other instrument is endorsed in the Client s favour. Cash withdrawals in foreign currency are subject to prior notice being given to the Bank and availability of the relevant currency. The Bank may impose a service fee for such cash withdrawals. The Bank may impose such interest, charges and/or fees in relation to the Account(s), Service(s), Facility(ies) and/or Transaction(s) at such rate and on such basis and interval as prescribed by the Bank from time to time. Call and Time Deposit (i) (A) Call and time deposits are available in a number of currencies and amounts on terms acceptable to the Bank. (B) The Bank shall pay interest on time deposits at maturity or at such time as the Bank shall in its absolute discretion determine. Interest will accrue daily, in respect of a time deposit, up to the day prior to its stated maturity at a rate agreed by the Bank, and, in respect of a call deposit, up to the day prior to its withdrawal at the daily prevailing interest rate determined by the Bank, on the basis of a 365-day year or a 360-day Bank Julius Baer & Co. Ltd., Singapore branch 32

35 year as the Bank may specify in accordance with market convention. Deposits which mature on a day which is not a Bank Business Day shall become payable on the first Bank Business Day following such day, unless otherwise determined by the Bank. (ii) (iii) (iv) In the absence of Instructions from the Client to the contrary, the Bank is authorised (but not obliged) to renew upon the maturity thereof a deposit in the name of the Client on the same terms and conditions and for the same tenor applicable thereto immediately prior to such renewal or on such other terms and conditions and for such tenor as the Bank may in its absolute discretion deem appropriate. Where, upon the Client s Instructions, deposits which have matured are not renewed, such deposits shall, together with accrued interest, be paid into the Client s current Account in the same currency as the proceeds from the matured deposit. Charges and/or forfeiture of interest may arise if a time deposit is withdrawn early or partially. Fiduciary Placement (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) The Bank is authorised to act as the Client s agent to place deposits (each, a Fiduciary Placement ) with such banks or other fiduciary institutions in any jurisdiction, including any member of the Bank Julius Baer Group (each a Third Party Institution ), in accordance with the Client Agreement. The Client may, from time to time, give Instructions to the Bank in respect of the placement and/or renewal of the Fiduciary Placement provided that the Bank shall be under no obligation to act on any such Instruction unless the same is received not less than three (3) Bank Business Days prior to the date of placement and/or renewal. Such Instructions shall stipulate the tenor, the currency and the amount to be debited from the Account and placed as Fiduciary Placement. The Bank shall, in its absolute discretion, determine the Third Party Institution with which it will place the Fiduciary Placement. The Bank may comply with the Client s request to place the Fiduciary Placement with a particular Third Party Institution provided that the Bank shall not be liable in any manner whatsoever for complying with such request and the Client agrees to fully indemnify the Bank against any Loss incurred or arising therefrom. The Bank shall place the Fiduciary Placement in its own name but for and on behalf of the Client and at the sole risk and expense of the Client. If the Client fails to give Instructions to the Bank for the renewal of any Fiduciary Placement, the Bank is hereby authorised (but not obliged) to renew such Fiduciary Placement on the same terms and conditions and for the same tenor applicable thereto immediately prior to such renewal or on such other terms and conditions and for such tenor as the Bank may in its absolute discretion deem appropriate. Any Fiduciary Placement renewed by the Bank prior to its receipt of any Instruction from the Client to the contrary shall be binding on the Client. The Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client arising directly or indirectly from the Fiduciary Placement including Loss arising from acts, omissions and/or solvency of the Third Party Institution. The Bank shall credit the Account with all sums it receives by way of principal and interest from the Third Party Institution less any Costs, deductions or set-off that it is or may be required to make. Save as aforesaid, the Bank shall not be liable to repay the Fiduciary Placement or any amount otherwise accruing thereto to the Client. The Bank shall not be regarded a trustee of the Fiduciary Placement (or any interest earned thereon). In the event that any Third Party Institution does not, for whatever reason: (A) fulfill its commitments (or fulfills them only partially); (B) meet its obligations to pay interest; and/or (C) repay the Fiduciary Placement, the Bank s sole obligation is to assign all rights and claims which it holds on the Client s behalf against the Third Party Institution to the Client. The Client agrees to pay to the Bank a placement fee in respect of each Fiduciary Placement in accordance with the Bank s prevailing rates from time to time and authorises the Bank to deduct such placement fee from the Account and/or from any principal or interest received from the Third Party Institution in respect of the Fiduciary Placement. For the avoidance of doubt, the Client s liability for payment of the placement fee shall Bank Julius Baer & Co. Ltd., Singapore branch 33

36 arise upon the placement of each Fiduciary Placement notwithstanding that the Fiduciary Placement Service may be terminated prior to maturity and is independent of the repayment of the relevant Fiduciary Placement or fulfillment of any other obligation by the Third Party Institution. (x) (xi) The Client may terminate the Fiduciary Placement Service at any time by giving ten (10) Bank Business Days written notice to the Bank, provided however that the Fiduciary Placement shall not be terminated prior to maturity. Upon termination of the Fiduciary Placement Service, the Bank s liability in respect of the Client s subsisting Fiduciary Placement shall be fully discharged by: (A) crediting all sums it may have actually received from the Third Party Institution by way of principal and interest to the Account less any Costs, deductions or set-off that it is or may be required to make; and/or (B) assigning to the Client any and all of its rights and claims against the Third Party Institution. The Fiduciary Placement and/or the repayment of the same is subject to the rules, terms and conditions of the Third Party Institution with which such Fiduciary Placement is placed (which rules, terms and conditions may, from time to time, in the absolute discretion of the Third Party Institution, be changed without prior notice (whether oral or otherwise) to or approval of the Bank or the Client) and subject to the Applicable Laws of the jurisdiction where the Fiduciary Placement is made. The Client authorises the Bank on the Client s behalf to do anything which the Bank may consider necessary to ensure compliance with such Applicable Laws. The Bank may, for the purpose of complying with the rules, terms and conditions of the Third Party Institution or for any other reason, from time to time delete, replace, add or change the terms and conditions of the Fiduciary Placement Service without prior notice (whether oral or otherwise) to or approval from the Client. (d) Dual Currency Investments (i) (ii) (iii) (iv) Dual currency investments are a type of account where the amount of interest payable or the amount of principal repayable or the total return (or any combination) is to be calculated in whole or in part by reference to changes in a currency exchange rate or where the principal of or interest on the dual currency investment (or both) may be paid in a different currency. Even if an investor holds a dual currency investment to maturity, the investor may not receive the original amount invested. On maturity of a dual currency investment, the Bank shall, at its sole option, credit the Account with the principal of and accrued interest on the dual currency investment in either the currency in which the funds was placed (the Base Currency ) or another currency (the Alternative Currency ) effected at an exchange rate between the Base Currency and the Alternative Currency (the Maturity Exchange Rate ) agreed by the parties at the time of placement of the dual currency investment. The tenor, applicable interest rate, Base Currency, Alternative Currency and Maturity Exchange Rate shall be agreed by the parties and confirmed in writing by the Bank to the Client at the time of placement of the dual currency investment. The Bank shall be entitled in its absolute discretion to determine from time to time the minimum and maximum amount which may be placed with the Bank as a dual currency investment. A dual currency investment may not be withdrawn prior to the stated maturity date. On maturity, the proceeds of a dual currency investment less any Costs, deductions, commissions, fees, Taxes or set-off that the Bank is or may be required to make shall be dealt with in accordance with Instructions received by the Bank not less than two (2) Bank Business Days prior to the maturity date or if no Instruction is received, credited into such Account(s) as the Bank shall deem fit. The Client acknowledges that interest shall cease to accrue on the dual currency investment as of the maturity date Custodian Accounts Where the Client has requested the Bank to open and operate a Custodian Account, the Bank shall hold in the Custodian Account such Assets, and money market instruments (the Client Securities ) as the Client may request to be deposited with the Bank and accepted by the Bank for deposit in the Custodian Account. Notwithstanding the foregoing, the Bank may, in its absolute discretion, refuse to accept any or all of the Client Securities submitted by the Client for deposit in the Custodian Account without liability and/or providing any reason for such refusal. In connection with the holding of the Client Securities in the Custodian Account, the Bank shall provide the following services: Bank Julius Baer & Co. Ltd., Singapore branch 34

37 (i) (ii) (iii) (iv) (v) the physical care of the Client Securities, where applicable; the collection of interest, dividends and principal amounts on maturity or sale of the Client Securities; the payment of monies so collected to such Account as may be designated by the Client in accordance with the Client s Instructions; the furnishing of periodic statements in respect of the Client Securities; and the notification to the Client of redemptions, rights issues, bonus issues and matters relating to corporate changes whether in writing or otherwise. The Bank is hereby authorised to take such steps it may consider expedient to enable it to hold and administer the Client Securities in accordance herewith and, without limitation to the generality of the foregoing, the Bank is authorised to: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) open and maintain one or more Account(s) in the name of the Client; exercise any rights (other than voting rights) attaching to or derived from such Client Securities (provided that the Bank shall be under no obligation to attend any meeting or exercise any voting rights); comply with all Applicable Laws including the constitution, rules, regulations and by-laws of any stock exchanges, clearing houses, securities trading or central depository systems or regulatory authorities affecting any dealing functions or which impose or purport to impose on a holder of any of the Client Securities a duty to take or refrain from taking any action in connection with any such Client Securities or with any payment or distribution in respect of any such Client Securities; use the services of any Agent of the Bank s choice (including the appointment of a custodian and/or subcustodian on such terms as the Bank deems appropriate, including terms which allow for the delegation or subdelegation of the performance of some or all of the custodian s duties); register documents of title and other instruments relating to such Client Securities in such name(s) and to keep the same in such location(s) as the Bank shall in its absolute discretion deem fit; return to the Client such Client Securities being Securities or other documents which may not have the same serial number or identification mark as those originally delivered to or acquired by the Bank; commingle such Client Securities with the property of other persons; request payment of, collect and receive all interest, dividends, payments or other distributions in respect of any Client Securities and, in connection therewith, the Client shall provide such indemnities as the Bank may in its absolute discretion require; surrender any Client Securities against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Client Securities or such other form of investments delivered upon any exchange of the aforementioned Client Securities ; where monies are payable in respect of any Client Securities in more than one currency, collect them in such currency as the Bank may in its absolute discretion determine; exchange any Client Securities in interim or temporary form for other Securities or such other form of investments in definitive form and (where applicable) to deliver physical scrips to any central depository or other similar system set up for the purpose of scripless trading; in the case of scripless Client Securities, effect the acquisition or disposal of such Client Securities through the account or sub-account maintained with any central depository or other similar system set up for the purpose of scripless trading; deliver the documents of title and any other instruments relating to such Client Securities to the Client at the risk of the Client; Bank Julius Baer & Co. Ltd., Singapore branch 35

38 (xiv) (xv) comply with any Applicable Laws which imposes a duty to take or refrain from taking action in connection with such Client Securities; and obtain and maintain any investor identification, certificate or consent and establish and maintain any sub-account for the Client Securities in the Client s name and for the Client s account with any Agent selected by the Bank at the Client s sole risk, to complete and sign, on the Client s behalf, any and all documents as the Bank in its absolute discretion deems necessary to obtain and maintain any such investor identification, certificate or consent and establish and maintain any such sub-account, and to debit the Client s Account with all Costs that accrue in connection with the sub-account and/or the Client Securities. (d) (e) (f) (g) (h) (i) (j) The Client acknowledges that investor identification(s), certificate(s) or consent(s) may need to be obtained and subaccount(s) may need to be established for the Client Securities in the Client s name and for the Client s account under Applicable Laws or otherwise as the Bank may in its absolute discretion consider necessary or expedient. In connection with obtaining such investor identification(s), certificate(s) or consent(s) and establishing and maintaining such subaccount(s) for Client Securities, the Client shall promptly provide the Bank with all documents and information and fulfil any other requirement (including execution of such documents), as may be required by the Bank in its absolute discretion, and, without prejudice to the Bank s rights under Section 2 Client Information of the General Terms and Conditions, the Client authorises the Bank to disclose such documents and information, and Client Information. The Client acknowledges that the process to obtain investor identification(s), certificate(s) or consent(s) or establish subaccount(s) may take time, and that the Client shall not hold the Bank liable in any manner whatsoever for any and all Loss arising from any delay or failure of the Client to acquire or hold the Client Securities. The Client acknowledges that in the event of delay or failure on the Client s part in respect of the provision of any document or information or fulfilment of any other requirement, and/or any delay or failure on the Client s part resulting in any Loss to the Client, the Client is solely responsible for any and all Loss arising therefrom and the Bank shall not be held liable in any manner whatsoever. In the event that the Bank is entitled to receive distributions in respect of any Client Securities either in cash or in kind, the Bank may elect to receive either in its absolute discretion, unless the Client has expressly instructed the Bank in writing to elect to receive a distribution in kind prior to acquisition of the Client Securities by the Bank on the Client s behalf. The Bank shall be entitled to deduct from payments received on behalf of the Client all retrocessions received from any Client Securities in accordance with market practice and all present or future direct and indirect Taxes and other fiscal charges levied in Singapore or in any other jurisdiction prior to the payment of such amounts to the Client. The Client hereby warrants that the Client Securities or any applicable title or other documents submitted to the Bank for deposit in the Custodian Account are authentic, valid and/or correct in every respect, and (without limitation to the generality of Clause 16 of this Section) the Client hereby agrees to indemnify the Bank against any and all Loss that the Bank may suffer in reliance due to or arising out of the above warranties and representations being untrue or incorrect in any respect. The Client understands and agrees that the Bank is not at any time under any duty or responsibility to supervise the investment of, advise, provide updates on the performance of Client Securities, or make any recommendations for, the sale, purchase or other disposition of Client Securities. The Client acknowledges and agrees that the Client Securities may, in the Bank s absolute discretion, be at any time held or registered in the name of the Bank or such person as the Bank may direct, including the Bank s appointed nominee company (the Nominee ) or in a sub-account maintained with any Securities depository or depository agent. The Bank shall use commercially reasonable efforts to forward, as soon as practicable after the receipt thereof, Communications received in respect of the Client Securities to the Client unless otherwise instructed by the Client in writing. Except in the case of gross negligence or wilful default, neither the Bank nor the Nominee shall be liable to the Client for any failure to forward such Communications correctly or promptly or in time for Instructions to be given with regard to any matter referred to in such Communication and any Loss incurred by the Client arising from or in connection with such failure. The Bank shall not, in any manner whatsoever, be responsible for and does not warrant the correctness, accuracy and completeness of any information in such Communications received by the Bank in respect of the Client Securities. The Client agrees that the Bank shall be under no duty or obligation to obtain or clarify any such Communications in respect of the Client Securities and the Bank shall assume no liability in relation thereto. In the absence of prior Instructions to the contrary, the Bank shall be entitled, on behalf of the Client, to exercise any right or satisfy any liability arising from or in respect of the holding of Client Securities as the Bank may think fit and the Bank Julius Baer & Co. Ltd., Singapore branch 36

39 Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client as a result of the exercise of such rights or the satisfaction of such liabilities or the failure to do so unless such Loss is due to the gross negligence or wilful default of the Bank. (k) (l) (m) (n) (o) (p) (q) (r) (s) The Bank may impose a fee at such rate as it may prescribe from time to time for the services provided by the Bank to the Client in relation to the Custodian Account. The Bank is hereby authorised by the Client to execute, as custodian, all necessary declarations or certificates of ownership under any tax laws now or hereafter in effect. Without limitation to the generality of Clause 16 of this Section, the Client agrees to indemnify the Bank from and against any and all Loss which the Bank may incur in connection therewith. Without limitation to the generality of Clause 16 of this Section, where the Bank holds the Client Securities registered in the name of the Bank, the Nominee or Agents in the Custodian Account, the Client undertakes to hold the Bank and the Nominee and Agents harmless from any Loss, liability or penalty whatsoever as holder of record. Client Securities deposited with the Bank may in the Bank s absolute discretion be re-deposited with correspondent banks, sub-custodians, correspondent banks or in any central clearing facility or Securities depository or depository agent selected in good faith by the Bank in the name of the Bank or such other person as the Bank may direct, but for the Client s account and at the Client s sole risk. The Bank shall not be responsible for any act or omission or for the solvency of such correspondent banks, sub-custodians, central clearing facility, Securities depository or depository agent and any Client Securities deposited shall be at the Client s sole risk. Client Securities deposited with the Bank or held by any third party in the name of the Bank or such other person as the Bank may direct may be held on a tangible basis or commingled with Securities belonging to other parties. The Client understands and agrees that identification by distinctive numbers of Client Securities owned by the Client may not be possible and the Client s interests in such Client Securities may not be identifiable by separate certificates or other physical documents or equivalent electronic records. The Bank shall maintain records of the Client s interest in the Client Securities which have been commingled. In respect of the Custodian Account, the Bank will be responsible for the performance of only such duties as set out in this Clause 15 or as otherwise agreed in writing. The Bank shall not be required to maintain any insurance in respect of the Client Securities for the Client s benefit. All collections of funds or other property paid or distributed in respect of Client Securities in the Custodian Account will be made at the Client s own risk. The Bank shall not be responsible for any act or omission, or for the solvency of any broker or Agent selected by the Bank in good faith to effect any transaction for or in relation to the Custodian Account. The Client represents and warrants that it is authorised to deposit in the Custodian Account all Client Securities received by the Bank hereunder and to give Instructions in relation thereto. Without prejudice to Clause 8 of this Section, either the Bank or the Client may close the Custodian Account at any time by giving forty-eight (48) hours written notice to the other party. Upon termination of the Custodian Account, the Bank shall, subject to the release and discharge of any security created by the Client over any of such Client Securities in favour of the Bank, deliver directly to the Client all Client Securities then in the Custodian Account as soon as it is practicable after the Client has satisfied all amounts due and payable to the Bank. In this connection, the Client acknowledges the Bank s right to exercise its lien in respect of the Client Securities until payment in full of the Total Liabilities and all amounts due and payable under or in connection with the Custodian Account is made to the Bank. The Bank shall not be bound to return Client Securities bearing serial numbers or identification marks corresponding to those deposited or transferred so long as the Client Securities returned are of the same class, denomination and nominal amount and rank pari passu with those originally deposited or transferred (subject always to any capital reorganisation which may have occurred in the meantime). The Client acknowledges that withholding or other Taxes may have to be deducted from payments or income on Client Securities under Applicable Laws and the Bank is hereby authorised to make such deductions as the Bank in its absolute discretion deem fit. The Client undertakes to inform the Bank forthwith regarding the Client s tax status or change thereof that has an impact on whether any Tax has to be deducted from any payment or income due to the Client or in such other circumstances as may be required by the Bank. In this Clause 15, references to the Bank shall include, where the context so permits, the Nominee. Bank Julius Baer & Co. Ltd., Singapore branch 37

40 15.3 Custodian Accounts for Precious Metal in Physical Form (d) (e) Where the Client has requested the Bank to open and operate Custodian Account(s) for holding of Precious Metal in physical form (the Physical Precious Metal ), and the Bank has agreed to open such Custodian Account(s), the Client understands and agrees that custody of Physical Precious Metal shall be held in an account (an Unallocated Account ) on an unallocated basis ( Unallocated Basis ), in that it is part of a common stockpile consisting of physical bars of standard weights and fineness and where the Client s undivided share in such Unallocated Account is not identifiable by a unique and specific serial number. The Client agrees that credit and debit book entries on an Unallocated Account shall represent and record the amount of Physical Precious Metal standing to the Client s balance therein and increases and decreases to that amount. No interest or other amount is payable by the Bank on any credit balances on an Unallocated Account unless otherwise agreed by the Bank. The Physical Precious Metals recorded in Unallocated Accounts shall be denominated by weight or in such denomination as a number of marketable units or other denomination as the Bank may in its absolute discretion determine. The Client acknowledges that the Bank has the right, at its absolute discretion, to accept or refuse any Physical Precious Metal for deposit. Where the Client wishes to deposit Physical Precious Metal which is not purchased through the Bank, the Client acknowledges that the Bank may, at its discretion and at the Client s cost carry out such tests and valuations in respect of the Physical Precious Metal as the Bank may, at its discretion, require, and that any deposit of the Physical Precious Metal may be subject to such further conditions as the Bank may impose. The Client warrants and represents in respect of any Physical Precious Metal that it wishes to deposit with the Bank that it (i) holds full clear and unencumbered title in and to all of the Physical Precious Metal, (ii) will on the date of delivery of the Physical Precious Metal hold full clear and unencumbered title in and to all of the Physical Precious Metal, and (iii) will on the date of delivery have the full and unrestricted right, power and authority to transfer and deliver all of the Physical Precious Metal to the Bank hereunder. The Client shall be entitled, upon providing at least fourteen (14) days prior written notice (or such other period as the Bank may determine in its absolute discretion) to the Bank, to give an Instruction for delivery of credit balances on an Unallocated Account. Delivery shall be to an address requested by the Client and approved by the Bank in its absolute discretion. The Client shall be responsible for any transportation, insurance or other Costs, and the Bank is authorised to require from the Client an appropriate advance for such costs. Notwithstanding the foregoing, the Bank shall not be obliged to maintain any insurance in respect of custody of any Physical Precious Metal. Unless otherwise determined by the Bank, delivery shall be made by the Bank, where applicable: (i) (ii) where credit entries are expressed in fine troy ounces, troy ounces or gross weight, in bars internationally recognised as of good delivery ; where credit entries are expressed as a number of marketable units: (A) (B) in bars of the kind credited in each case; or in marketable coins of the type specified in the credit entry of each case. (iii) (iv) Delivery of coins of a specific year or mintage shall be at the Bank s absolute discretion, the Client shall not be entitled to request for any particular year or mintage. The Bank shall be entitled to deliver to the Client Physical Precious Metal bars or coins which do not carry the same serial numbers as the serial numbers of the Physical Precious Metal bars or coins purchased or deposited by the Client provided always that the quantity of the Precious Metal are in accordance with credit entries. The fine metal weight, gross weight or the number of coins shall be debited to the relevant Unallocated Account. Any difference between the weight credited and the weight actually delivered to the Client shall be compensated in such manner as the Bank shall in its absolute discretion determine including by payment based on the current market price on the day of settlement as determined by the Bank in its absolute discretion. (f) The Client agrees that all Physical Precious Metal deposited with the Bank or any of its sub-custodians or Agents shall be at the Client s sole risk. The Bank shall not be liable for any Loss incurred by the Client arising out of or in connection with the provision of custody services hereunder, whether such Loss arises during custody, storage, delivery or transit or Bank Julius Baer & Co. Ltd., Singapore branch 38

41 otherwise, including any Loss arising out of any act or omission and/or the solvency of any sub-custodian or Agent, save for any Loss which arises directly as a result of the Bank s fraud, wilful default or gross negligence. (g) (h) (i) (j) The Bank may in its absolute discretion request that the Client provides new Instruction for delivery if delivery is not taken within four (4) weeks following the receipt of the Client s earlier Instruction for delivery. Notwithstanding paragraph above, the Bank may, in its absolute discretion without liability and/or providing any reason for such refusal, refuse to accept any or all of the Physical Precious Metal submitted by the Client for deposit. In the event that the Physical Precious Metal is accepted by the Bank for storage, the Bank may in its absolute discretion determine the location of storage and may in its absolute discretion store the Physical Precious Metal in the Bank s vaults in Switzerland or another sub-custodian. Where the Bank effects the holding in its vaults, such Physical Precious Metal shall be subject to the same custody arrangement as the Bank s assets and assets of other client(s) of the Bank. The Client acknowledges that the Bank may commingle the Physical Precious Metal deposited by the Client with Physical Precious Metal deposited by the Bank and other persons. The Bank may appoint sub-custodians to hold the Physical Precious Metal from time to time and at the Bank s absolute discretion. Where the Bank effects the holdings through a sub-custodian at the Bank s choice, such Physical Precious Metal will be subject to the same custody arrangement as the Bank s assets and assets of other client(s) of the Bank. 16 INDEMNITY 16.1 The Client shall fully indemnify and keep indemnified promptly on demand (whether such demand is made orally or otherwise) on a full indemnity basis the Bank, its Affiliates, Agents and every director, officer, employee or agent of any of the foregoing against any and all Loss which may be brought against any of them or which any of them may suffer or incur in connection with the Account(s), Service(s), Facility(ies),Transaction(s) or any Instruction in relation thereto save where the same arises directly from their respective gross negligence or wilful default, including those which the Bank may incur or sustain from or by reason of: (d) (e) (f) (g) (h) the Bank acting upon or carrying out any Instruction purportedly given to the Bank in respect of the Account(s), Service(s), Facility(ies) or Transaction(s); the Bank using any system or means of transmission, communication, transportation or otherwise in carrying out any Instruction (including by reason of loss, delay, misunderstanding, mistake, distortion or duplication); the Bank s provision of any Service or Facility to, or the entry into any Transaction with or on behalf of the Client (including any Transaction contemplated under or pursuant to a Facility); any default in repayment upon demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) of the Total Liabilities or any part thereof; any change in any Applicable Laws or official directive; the Bank enforcing or attempting to enforce any right it may have against the Client pursuant to the Client Agreement and/or Facility Documents; any breach by the Client of any term or condition in respect of any of the Account(s), Service(s), Facility(ies) or Transaction(s); or the Bank being unable to exercise or being restricted from exercising any of its rights (whether in contract or otherwise) against any person the Bank in its absolute discretion enters into any transaction with (including any Financial Transaction), to hedge against any risk(s) the Bank in its absolute discretion determines to arise from or relate to any Transaction entered into between the Client and the Bank, where such inability to exercise or restriction from exercising such right(s) by the Bank arises from any Applicable Law or any action taken by any government, quasi-government, regulatory, fiscal, tax, monetary or other authority, body or person having supervisory jurisdiction over the Bank (whether in Singapore or in any other jurisdiction). Bank Julius Baer & Co. Ltd., Singapore branch 39

42 The Client agrees to assist the Bank in defending any such demand, claim or proceeding of any third party against the Bank, or with respect to which the Bank seeks indemnification from third parties in relation to any particular Transaction. The provisions of this Clause 16.1 and all of the rights of the Bank hereunder shall apply to, and be conferred on, each of the Bank s Agents, other Affiliates and every director, officer, employee or agent of any of the foregoing, all of whom shall be entitled to enforce and enjoy the benefit of this clause to the fullest extent allowed by law Unless otherwise agreed or required by the Bank, the Bank will not engage in litigation or arbitration or any other proceedings (including bankruptcy, winding up and/or other analogous proceedings in connection with the Assets or otherwise) against third parties for the account of the Client. Any termination of the Client Agreement shall not affect and shall be without prejudice to this Clause 16 which shall survive such termination Each of the indemnities in this Clause 16: (d) constitutes a separate and independent obligation from the other obligations of the Client under the Client Agreement and/or any of the Facility Documents or otherwise and shall give rise to a separate and independent cause of action; shall apply irrespective of any indulgence granted by the Bank; shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due hereunder or under any judgment or order; and apply whether or not any claim under it relates to any matter disclosed by the Client or otherwise known to the Bank. 17 PROVISION OF INFORMATION The Client undertakes to provide the Bank with all additional information requested by the Bank (whether such request is made orally or otherwise) in relation to the Account(s), Service(s), Facility(ies), Assets and/or Transaction(s). 18 DISCLOSURE REQUIREMENTS 18.1 In consideration for the Bank s acting on the Client s Instructions either to: acquire or subscribe for shares and/or other interests in a company (the Connected Company ), for and on behalf of the Client and/or to do so on behalf of persons connected to or authorised by the Client, in which the Client holds a substantial shareholding interest or a directorship or any position connected thereto which could be deemed as a reportable or disclosable position under any Applicable Laws; and/or hold or custodise shares for and on the Client s behalf and/or to do so on behalf of persons connected to or authorised by the Client in a Connected Company, (each, a Connected Transaction ), the Client irrevocably and unconditionally undertakes and declares to ensure, to every extent possible, the strict adherence and due compliance with all relevant and applicable share disclosure requirements under any Applicable Laws in relation to the Connected Transactions In relation to any Connected Transaction, the Client further represents, warrants and undertakes to the Bank: that the Client shall bear sole responsibility for ensuring that all necessary individual or corporate reporting and disclosure requirements in relation to shareholding restrictions under any Applicable Law (collectively, Disclosure Requirements ) are strictly complied with in accordance with the Client s direct or indirect shareholding and/or position in the Connected Company, with respect to the Connected Transaction and/or the Client s existing shareholding in the Connected Company; that the Client is the sole legal and beneficial owner of the shares or interests in the Connected Transaction (or that full information on the legal or beneficial ownership has been disclosed in writing to the Bank). The Client further agrees to provide to the Bank, from time to time if required, Instructions and documentation to enable the Bank to discharge its obligation (if any), under Applicable Laws or otherwise, to verify the beneficial ownership; that for the duration of the Client s relationship with the Bank, at no time the Disclosure Requirements have been or shall be breached; Bank Julius Baer & Co. Ltd., Singapore branch 40

43 (d) (e) (f) (g) that the Client shall personally ensure that the Disclosure Requirements are continually kept in compliance with and adhered to as may be required by Applicable Laws and/or any supervising or regulatory authority, and that the Bank need not enquire into or verify any such action; that the Client shall declare that the Bank and/or any other member of the Bank Julius Baer Group and other entities may make such disclosure and/or reporting as may be required by Applicable Laws to any supervising or regulatory authority enquiring into any Connected Transaction and/or in relation to the Bank s role as custodian; that the Client shall, without prejudice to Clause 16 of this Section, indemnify and hold the Bank harmless from any and all Loss that it may howsoever incur as a result of any deemed breach of the Disclosure Requirements; and that the Bank need not at any time, enquire into and/or remind the Client of the Disclosure Requirements. 19 EVENTS OF DEFAULT 19.1 An event of default or default ( Event of Default or Default ) shall be deemed to occur upon the occurrence of any of the following: (d) (e) (f) (g) (h) the occurrence of any event of default howsoever described in the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank; the Client and/or any Security Party fails to pay any amount which is due to the Bank on the due date of payment or, if payable on demand, on demand by the Bank (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client, the Security Party and/or any other person as may be necessary to implement any Mechanics of Payment); the Client and/or any Security Party defaults in the due and punctual performance of or fails to perform or comply with, or breaches any of its obligations (including the provision of additional Collateral or Margin upon the Bank s request (whether oral or otherwise)) under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank, and/or any of the Security Documents become enforceable in accordance with the terms thereof; the Collateral Value or value of the Margin, as determined by the Bank in its absolute discretion, falls below what the Bank considers to be adequate, and without the need for the Bank to request (whether oral or otherwise) for provision of additional Collateral or Margin. For avoidance of doubt, this shall be an Event of Default or Default notwithstanding the exercise by the Bank of any of its rights under the General Terms and Conditions including Clause 14.4 of this Section, Clause 7.3 of Section 4 Terms and Conditions for Financial Transactions and/or Clause 16.4 of Section 5 Terms and Conditions for Credit Facilities, and regardless of whether the Bank has, in its absolute discretion, granted, provided or extended time to the Client, the Security Party and/or any other party to provide additional Collateral (and such time granted, provided or extended for compliance has not expired); any other indebtedness of any nature (whether owed to the Bank or not) in respect of borrowed money of the Client and/or any Security Party is not paid when due or becomes capable of being rendered due and payable before its normal maturity; any representation and/or warranty made by the Client and/or any Security Party to the Bank, whether contained in the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank or otherwise, is false, incorrect or misleading in any aspect; any consent, authorisation (including any resolution) or approval required by the Client and/or any Security Party to enter into the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank, or to perform its obligations thereunder, (i) is modified in a manner unacceptable to the Bank, (ii) is wholly or partly revoked, withdrawn, suspended or terminated, (iii) expires and is not renewed, or (iv) otherwise fails to remain in full force and effect; the Client and/or any Security Party rescinds or purports to rescind or repudiates or purports to repudiate the Client Agreement, the Facility Documents and/or any other agreement between the Security Party and the Bank, to which it is a party or evidences an intention to rescind or repudiate any such Client Agreement, Facility Document(s) and/or such other agreement between the Security Party and the Bank; Bank Julius Baer & Co. Ltd., Singapore branch 41

44 (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) in the case of a Client and/or any Security Party who is an individual, the Client and/or any Security Party passes away or becomes, in the Bank s view, incapable of managing the Client s and/or any Security Party s affairs, whether by reason of mental incapacity, legal disability or otherwise; any warrant, attachment, sequestration, distress, execution, seizure or equivalent order or judgment is levied, executed, enforced upon or threatened against any Account, assets (including Assets) of the Client and/or any Security Party, or the Bank is given notice of (i) a garnishee order, injunction and/or similar order in respect of the Account and/or any of the Client s and/or any Security Party s assets (including Assets), and/or (ii) any information which the Bank, in its absolute discretion, reasonably believes would likely adversely affect the Client s banking relationship with the Bank; as the case may be, the Client and/or any Security Party becomes bankrupt, insolvent or is unable to or deemed to be unable, under Applicable Laws, to pay its debts as they fall due or admits its inability to pay its debts as they fall due, or any step is taken by any person (other than one which is, in the opinion of the Bank, frivolous or vexatious) with a view to the bankruptcy, winding up or liquidation of the Client and/or any Security Party, or any bankruptcy application, judicial management application, receivership application, winding up application or other insolvency application is presented against the Client and/or any Security Party or over any part of the assets (including Assets) of the Client and/or any Security Party, or a resolution is passed for the Client and/or any Security Party to be wound up, placed under judicial management or any analogous proceeding is taken against the Client and/or any Security Party in Singapore or in any other jurisdiction; the Client and/or any Security Party (i) enters into, or takes any step with a view to enter into, or propose, or make any arrangement, composition or compromise with its creditors or any assignment for the benefit of its creditors, or (ii) stops, suspends or threatens to stop or suspend payment of all or substantially all of its debts or commences negotiations or takes proceedings or any other steps with a view to rescheduling or deferring all or substantially all of its indebtedness; any legal proceeding, suit or action of any kind whatsoever (whether criminal or civil) is instituted against the Client and/ or any Security Party, or the Client and/or any Security Party or their respective affairs become for whatever reason the subject of investigation by any governmental or regulatory department or authority in Singapore or in any other jurisdiction, and the Bank is of the opinion that it will or could affect the Client s and/or any Security Party s ability to perform and observe its obligations under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank; the Bank considers it advisable or necessary, in its absolute discretion, to close out any Financial Transaction in order to safeguard its interest under any Financial Transaction, whether due to an adverse change in the financial condition of the Client or in the position of the Client under any Financial Transaction or otherwise; any event occurs or circumstances arise (including (i) any political, financial or economic condition in or in respect of Singapore or any other jurisdiction in which any asset (including Assets) subject to security under any Security Document is located, and/or (ii) where the Client and/or any Security Party is a corporation, changes in its financial condition, operations, business, operating environment, management and/or directorship) which in the Bank s opinion would affect the ability of the Client and/or any Security Party to perform or comply with any of the obligations under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank, or place the Client s and/or Security Party s business in jeopardy, or result in any change in the international capital and/or money markets; in the case of a Client and/or any Security Party which is a corporation, the Client and/or any Security Party ceases to be duly incorporated and/or validly existing under the laws of its country of incorporation, whether as a result of its act, omission or otherwise, or the Client and/or any Security Party suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business or disposes of all or a substantial part of its business or assets (including Assets), or proposes to do any of the foregoing; at any time and in the Bank s absolute discretion, the Bank considers that the continuation of any Account, Service, Facility and/or Transaction would not be in the Bank s interest or would be inconsistent with prudent banking practice whether in Singapore or in any other jurisdiction; it is or will become unlawful for the Client, Security Party and/or the Bank to perform or comply with any of its obligations, or for the Bank to exercise all or any of its rights and remedies, under the Client Agreement, the Facility Documents and/ or any other agreement between any Security Party and the Bank; Bank Julius Baer & Co. Ltd., Singapore branch 42

45 (s) (t) (u) any event or circumstance occurs which the Bank reasonably believes has or is reasonably likely to have an effect on the validity or enforceability of, or the effectiveness or ranking of any Collateral or Margin granted or purporting to be granted pursuant to the Client Agreement, any Facility Document and/or any other agreement between any Security Party and the Bank, or the rights or remedies of the Bank under any Facility Document; any law, regulation or order, or any change in any law or regulation, does or purports to vary, suspend, terminate, or excuse performance by the Client and/or any other Security Party of any of its obligations under the Client Agreement, any Facility Document and/or any other agreement between any Security Party and the Bank; and/or any governmental or other authority (whether de jure or de facto) nationalises, compulsorily acquires, expropriates or seizes all or a material part of the business or assets (including Assets) of the Client and/or any Security Party Upon the occurrence of an Event of Default or Default, the Total Liabilities become immediately due and payable by the Client to the Bank and the Bank shall, without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person, without providing any reasons for its actions to the Client, any Security Party and/or any other person, without being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment (where applicable) and without prejudice to any other claim, right or remedy whatsoever which the Bank may have, be entitled to do any or all of the following immediately in any order as the Bank shall in its absolute discretion deem fit: (d) (e) (f) (g) (h) (i) (j) close, suspend and/or terminate any Account, Service, Facility and/or Transaction; demand immediate repayment of all of the Total Liabilities or any part thereof (whether such demand is made orally or otherwise); cease to comply with all or any Instructions; close out, liquidate, set off, sell, realise or otherwise deal with any or all of the Financial Transactions (notwithstanding that any such Financial Transaction(s) has/have not yet matured and whether or not any Loss to the Client may arise as a result thereof) immediately or at such time and by such means and in such manner as the Bank, in its absolute discretion deems appropriate; take such action as the Bank thinks necessary or appropriate to cancel, settle, redeem or terminate any outstanding Transactions between the Client and the Bank as principal or with any third party entered into by the Bank as the Client s agent; sell, realise, liquidate, assign, transfer, enforce the Bank s security interest or otherwise dispose of any of the Client s investments, Collateral, Margin, Assets or any part thereof, in such manner and on such terms as the Bank may in its absolute discretion deem fit and to apply the net proceeds thereof (after deduction of any Costs incurred and/or conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine) in or towards the full or partial satisfaction of the Total Liabilities; disregard any Instruction in relation to any Transaction; apply any amounts of whatsoever nature standing to the credit of the Client against any amounts which the Client owes to the Bank (of whatsoever nature and howsoever arising, including any contingent amounts) or generally to exercise the Bank s right of set-off and/or combination of Accounts against the Client and to effect any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine; after any amounts standing to the credit of the Client are applied against any amounts which the Client owes to the Bank or generally after the exercise of the Bank s right of set-off and/or combination of Accounts against the Client, demand any shortfall from the Client and/or any Security Party, hold any excess pending full settlement of any other obligation of the Client, or pay any excess to the Client; require the Client to procure the release and discharge of the Bank from all Guarantees and other contingent and/ or unmatured liabilities owing, sustained or incurred by the Bank pursuant to the utilisation by the Client of any of the Facilities, whereupon the Client shall be obliged to immediately do so and, pending such release or discharge, shall provide cash Collateral or Margin to the Bank in such amounts as shall be sufficient to fully satisfy all such liabilities and any Costs in relation thereto and/or place the Bank in funds by paying to the Bank, for credit to a suspense or other account or accounts as the Bank may decide, such amounts as shall be sufficient to fully satisfy all such liabilities and any Bank Julius Baer & Co. Ltd., Singapore branch 43

46 Costs in relation thereto (which cash Collateral or Margin and/or amounts shall only be released to the Client if and to the extent that all such liabilities of the Bank are fully and irrevocably released and discharged and all such Costs are paid in full); (k) (l) exercise all its rights, powers and remedies under any of the Security Documents or other Facility Documents, in such manner and order as the Bank may, in its absolute discretion, deem fit; and/or combine or consolidate the Client s accounts and liabilities with the Bank s Affiliates whether in Singapore or in any other jurisdiction or transfer any sum or sums standing to the credit of one or more of such accounts in or towards the full or partial satisfaction of any of the Total Liabilities to the Bank or any other liabilities to the Affiliates on any other account or accounts whether in Singapore or in any other jurisdiction or in any other respect whether such liabilities be actual or contingent, primary or collateral, several or joint, notwithstanding that the credit balances on such accounts and liabilities on any accounts may not be expressed in the same currency and the Bank is hereby authorised to effect any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine. Should the Bank, in its absolute discretion, elect to grant, provide or extend time to the Client, any Security Party and/or any other person to repay the whole or any part of the Total Liabilities, the Bank shall still be entitled to do or carry out any or all of the foregoing acts set out under Clause 19.2, Clause 19.2 to Clause 19.2(l) immediately without having to wait for such time period granted, provided or extended to expire The Client irrevocably and unconditionally appoints the Bank to be the Client s attorney (with full powers of substitution), in the Client s name or otherwise on the Client s behalf, and as the Client s act and deed, to sign, seal, execute and deliver all deeds, instruments, agreements and any other documents and to do all acts and things which may be required or which the Bank shall consider expedient for the purpose of exercising any of the Bank s rights and powers under this Clause EXCLUSION FROM LIABILITY 20.1 Any action which the Bank may take or omit to take in connection with the Account(s), Service(s), Facility(ies) or Transaction(s) or any Instruction in relation thereto shall be solely for the Client s account and risk. The Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client in any way in relation to any Account, Transaction, Service, Assets and/or Facilities howsoever caused, unless such Loss is due to the gross negligence or wilful default of the Bank. Neither the Bank nor its nominees or Agents nor any director, officer, employee or agent of any of the foregoing shall be liable for any Loss or for any diminution in the value of or damage to any asset (including Assets) under the Account(s) or in respect of the Service(s), Facility(ies) or Transaction(s) or any Instruction in relation thereto or for any lost opportunity whereby the value of the same could have been increased or otherwise in connection therewith or for the acts of any broker, custodian, nominee or correspondent appointed by the Bank in good faith. Without prejudice to the generality of the foregoing, in no event shall the Bank nor its nominees or Agents nor any director, officer, employee or agent of any of the foregoing be liable for indirect, special or consequential Loss. The Bank, its nominees and Agents and every director, officer, employee or agent of any of the foregoing shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled and for the purposes hereof, the Bank is and shall be deemed to be acting as agent on behalf of and for the benefit of such persons Without limitation to the generality of the foregoing, the Bank shall not be responsible for or liable to the Client for: any drawings made under any lost cheques or cheques on which fraudulent alterations or forgeries have been made or any Loss which the Client may suffer relating thereto; any loss or diminution in the value of any funds or any delay in crediting any funds to the Account(s) due to any reason whatsoever (including the occurrence of any Force Majeure Event) and whether arising in Singapore or in any other jurisdiction in which the Bank has deposited such funds or otherwise; and any loss or diminution in the value of any asset (including Assets) or any delay in crediting any Assets to the Account(s) due to any reason whatsoever (including the occurrence of any Force Majeure Event) and whether arising in Singapore or in any other jurisdiction in which the Bank has deposited such Assets or otherwise No delay on the Bank s part in exercising any power of sale or any other right or option hereunder and no notice or demand which may be given to or made upon the Client by the Bank with respect to any power of sale or other right or option hereunder, shall constitute a waiver thereof, or limit or impair the Bank s right to take any action or to exercise any power of sale or any other right or option hereunder without notice (whether oral or otherwise) or demand, or prejudice the Bank s rights as against the Client in any respect or render the Bank responsible for any Loss arising therefrom. Bank Julius Baer & Co. Ltd., Singapore branch 44

47 20.4 The Bank may grant time or other indulgence to the Client, a Security Party or any of them or any other person without impairing or affecting in any way any of the Bank s rights as against such Client, Security Party or any such other person All obligations of the Bank and the performance thereof by the Bank shall be excused by any Force Majeure Event. The Bank shall not be responsible for or liable to the Client for any Loss suffered or incurred by the Client arising from any delay, failure or inability of the Bank to discharge any of its obligations in connection with the Account(s), Service(s), Facility(ies) and/or Transaction(s) as a result of any Force Majeure Event Without limitation to the generality of the foregoing, the Bank shall not be liable to the Client for the unavailability of funds credited to the Account(s) or for any Loss, delay or failure to perform any obligations arising from or in connection with the occurrence of any Force Majeure Event which restricts or controls the availability, convertibility or transfer of any funds of the Client or any other person, whether before, on or after maturity and whether in Singapore, in the country of origin of the currency of such funds or any other jurisdiction. In the event of the occurrence of any such Force Majeure Event, the Bank may in its absolute discretion (but shall not be obliged to) discharge its obligations with respect to such funds by paying to the Client or to the Client s order such funds at any time (whether before, on or after maturity), in any currency (whether in the currency in which such funds are denominated or in any other currency), at any rate of exchange as the Bank may in its absolute discretion conclusively determine, and in any manner (whether by way of draft or cash or by applying such funds towards satisfaction of any of the obligations of the Client or any other person to the Bank), in each case as the Bank may determine in its absolute discretion. The Client agrees that any such payment or application of such funds by the Bank in accordance with this clause shall constitute good and valid discharge of the Bank s obligations to the Client with respect to such funds No other Affiliate shall be responsible or liable for any of the liabilities or obligations of the Bank hereunder or for the Bank s failure to meet the Client s demand for the withdrawal of any amounts from the Account(s) arising from any Force Majeure Event The Bank shall not be liable for any Loss suffered by the Client or any other person(s) should a cheque, in respect of which: Instructions to stop or countermand payment had been given by the Client; and the Bank had in good faith followed the usual procedures for handling such Instructions, nevertheless, for any reason whatsoever, be paid or certified by the Bank and the Bank shall be entitled to debit the Account(s) with the full amount of any such cheque so paid notwithstanding such Instructions Without limitation to the generality of the foregoing, the Bank and its Agents shall not be liable for mutilation, interruptions, omissions, errors or delays in the issue or remittance of drafts occurring as a result of any Force Majeure Event The Client shall be liable for any Loss resulting from the Client s disability or incapacity of whatever nature to act. The Client shall also be liable in all cases for any Loss resulting from the disability or incapacity of whatever nature on the part of the Client s Authorised Representative(s) or other third party(ies) The Bank may rely on the signatures of the Client and its Authorised Representative(s) which appear (without inquiring) to the Bank to be in order and the Bank shall not be bound to make any further investigation. The Bank shall not be liable for the consequences of falsifications, forgery or faulty identification Without prejudice to the generality of any provision in the Client Agreement including Clause 5.2 of this Section, in the event of damage resulting from the non-execution or late execution of Instructions, the Bank s liability (if any) shall be limited only to an amount equal to the loss of interest. 21 SET-OFF AND CONSOLIDATION OF ACCOUNTS 21.1 All Assets shall be subject to a lien for the payment of the Total Liabilities The Bank shall be entitled to retain and not repay any amount which is or may hereafter be owing from it to the Client or any monies which it may hold, now or hereafter, for the account of the Client, whether on current or deposit or other account and regardless of the currency, unless and until the Client shall have discharged the Total Liabilities in full Without prejudice and in addition to any general or banker s lien, right of set-off, combination of Accounts or other right to which the Bank is otherwise entitled and regardless of whether the Bank has, in its absolute discretion, granted, provided or extended time to the Client to repay the whole or any part of the Total Liabilities and such time granted, provided or extended for repayment has not expired, the Bank may, at any time, without notice (whether oral or otherwise) to the Client, set-off, sell or realise any or all Assets over which the Bank has a charge or lien in such manner as the Bank in its absolute discretion thinks fit and combine, consolidate, merge, set-off, transfer or apply any balance on the Account(s) or to which the Client is beneficially entitled (whether in Singapore or in any other jurisdiction, whether jointly or otherwise, whether matured or not and in whatever Bank Julius Baer & Co. Ltd., Singapore branch 45

48 currency) with the Bank or its Agents and any other indebtedness owing by the Bank, whether by any of its Agents or any other Affiliates to the Client (whether solely or jointly) in or towards satisfaction of the Total Liabilities and the Bank is hereby authorised to effect any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine Nothing in the Client Agreement and the Facility Documents shall be treated as constituting any restriction or waiver of any right or remedy to which the Bank is or may at any time be entitled by law or otherwise. 22 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 22.1 In addition to any other representations, warranties and/or undertakings in the Client Agreement and/or any Facility Document, the Client hereby represents, warrants and undertakes to the Bank on behalf of itself and every other Security Party (as the case may be) at all times: (where it is a corporation) that it is a limited liability corporation, duly incorporated and validly existing under the laws of its country of incorporation and has the power to own its assets (including Assets) and carry on its business as it is being conducted; that the Client Agreement and Facility Documents constitute legal, valid and binding obligations of the Client and/or Security Party enforceable in accordance with its terms; that the Client and/or Security Party has all necessary power, capacity, authority, consents and approvals to enter into and perform its obligations under the Client Agreement, the Facility Documents and any other agreement with the Bank and the performance thereof and the obligations contained therein do not and will not: (i) (ii) contravene any existing Applicable Laws or any judgment or order of a court or tribunal of any jurisdiction, or, decree or permit to which the Client and/or Security Party is subject; or conflict with or result in any breach of the terms or constitute any default under any agreement or other instrument to which the Client and/or Security Party is a party or is subject or by which any of the Client s and/or Security Party s assets (including Assets) is bound; (d) (e) (f) (g) to pay immediately on demand (whether such demand is made orally or otherwise) to the Bank (without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) the Total Liabilities; to comply, at the Client s own cost, with all Applicable Laws in connection with any Account, Service, Facility, Assets and/or Transaction, including all disclosure and reporting requirements under Applicable Laws including reporting requirements of any exchange, trade repository and/or Agent arising from any Transaction; to execute such documents, provide such security to the Bank and do such acts or deeds at the Client s own cost as may be required by the Bank at any time in connection with any Transaction; to notify the Bank in writing of any change in: (i) (ii) (iii) the beneficial ownership of the Assets; (where the Client and/or Security Party is a corporation) the constitution or beneficial ownership of the Client and/or Security Party; and the Client s and/or Security Party s particulars (including the Client s and/or Security Party s address, telephone and facsimile number and specified address). (h) that the Client understands that Applicable Laws contain provisions relating to prohibited market conduct in relation to Securities, futures contracts and leveraged foreign exchange trading and undertakes not to engage in any prohibited trading practices including but not limited to false trading and market rigging transactions, bucketing, market manipulation, fraudulently inducing persons to deal in Securities or trade in futures contracts, dissemination of information about illegal transactions and insider trading; and Bank Julius Baer & Co. Ltd., Singapore branch 46

49 (i) that except as notified to the Bank in writing, the Client is the legal and beneficial owner of the Assets. Where the Client has notified the Bank in writing that another person is the beneficial owner of the Assets, such person is the true beneficial owner of the Assets The Client undertakes to the Bank that the Client (and its officers, where applicable) shall comply with all Applicable Laws in relation to dealings in Securities, whether in Singapore or in any other jurisdiction, including Securities subject to requirements in the Listing Manual Where the Client is an Indonesian citizen or is incorporated, domiciled and/or resident in Indonesia, the Client confirms and undertakes that: it has read and fully understood the content and consequences of the Client Agreement and/or Facility Documents and has no objections to the Client Agreement and/or Facility Documents being written, and entered into, in English; to the extent permitted by Law No. 24 of 2009 on the National Flag, Language, Emblem and Anthem (the Law 24/2009 ) of the Republic of Indonesia, it waives any requirement to execute the Client Agreement and/or Facility Documents in the Indonesian language; and neither this waiver nor the fact that the Client Agreement and/or Facility Documents is not written and executed in the Indonesian language will affect the validity, binding effect and enforceability of the Client Agreement and/or Facility Documents; (d) (e) if under the prevailing regulation(s), it is required to execute the Client Agreement and/or Facility Documents in the Indonesian language, then at the request of the Bank, it will re-execute the Client Agreement and/or Facility Documents in the Indonesian language; in the event the Indonesian language version of the Client Agreement and/or Facility Documents is executed, it will be deemed to be effective from the date the English language version of such document was executed, and in the event of inconsistency between the Indonesian language version and the English language version of such document, the English language version shall prevail and the Indonesian language version shall be amended accordingly to reflect the meaning of the English language version; and it will not (and will not allow or assist any party) in any manner or forum in any jurisdiction, challenge the validity of, or raise or file any objection to, the Client Agreement and/or Facility Documents or the transactions contemplated therein on the basis of any failure to comply with Law 24/2009 or any of its implementing regulations (when issued) Unless otherwise notified and declared to the Bank, the Client represents, warrants, acknowledges and agrees that, in connection with a Subscription (other than in respect of securities registered for offering to the public in the United States) the Client is not in the United States nor is the Client a U.S. Person as defined in Regulation S or acting for the account or benefit of a person within the United States or a U.S. Person, and are purchasing the securities outside the United States in an offshore transaction as defined in Regulation S. The Client further represents, warrants, acknowledges and agrees that, in connection with securities registered for offering to the public in the United States, the Client is not a restricted person as defined in Applicable Laws of U.S. The Client further represents and warrants that the Client is not engaged in the business of distributing securities and is not a distributor (as defined in Regulation S) of the securities allotted pursuant to the Subscription. 23 COSTS ON ENFORCEMENT The Client shall pay to the Bank immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) all Costs incurred in or incidental to or in contemplation of the enforcement or protection of any of the Bank s rights, the determination of any question of law or resolution of any dispute relating to any Account, Service, Facility, Transaction, the Client Agreement and/or Facility Documents (whether by judicial proceedings or otherwise). 24 USE OF AGENTS AND OUTSOURCING 24.1 The Client agrees that: the Bank may utilise Agents for, and delegate to any such Agent, the performance of Services or facilitation of performance of Services by the Bank; and Bank Julius Baer & Co. Ltd., Singapore branch 47

50 the Bank may appoint any Agent to take delivery and to be registered as nominee of any of the Client s Assets in any part of the world; and any action or omission taken or suffered, and any delay in acting, by the Bank or any of the Agents, in respect of the Account(s), Service(s), Facility(ies) or Transaction(s), shall be binding on the Client The Client agrees that the Bank may from time to time outsource or subcontract any part of the Bank s business and/or operations to any other Affiliate, Agent or any other person(s) as the Bank deems fit and, without prejudice to the generality of the Bank s rights of disclosure under the Client Agreement and Facility Documents, the Client authorises the Bank to disclose any and all Client Information to such person. 25 ASSIGNMENT/TRANSFER 25.1 The Client Agreement and the Facility Documents shall be binding on, and enure to the benefit of, the Bank and the Client and their respective successors and assigns, except that the Client s rights and obligations under the Client Agreement and the Facility Documents (including the credit balance(s) of the Account(s)) cannot in any way be assigned, transferred or charged to any third party whether by way of security or otherwise howsoever The Bank may, at any time and from time to time, for any reason as it shall in its absolute discretion deem fit, including on any request by a court or authority of any jurisdiction (whether in Singapore or in any other jurisdiction and/or whether received by the Bank or otherwise), assign, transfer or novate to any person(s) (whether in Singapore or in any other jurisdiction, including any Affiliate and head office of the Bank) any or all of the Bank s rights and obligations pursuant to the Client Agreement, the Facility Documents and any other agreement in respect of any Account(s), Service(s), Facility(ies) or Transaction(s) and in connection therewith, the Bank may make payment or deliver any or all Assets, Collateral or Margin to such person(s), who shall thereupon assume all obligations of the Bank, and become vested with all the powers and rights given to the Bank, in the Client Agreement, the Facility Documents or in the agreement(s) transferred, and the Bank shall be relieved and fully discharged from any liability or responsibility with respect to such rights, obligations, agreement(s), Assets, Collateral or Margin so assigned, transferred or novated The Bank may at any time and from time to time change the office from or through which any Facility is provided or made available or at which any transaction relating to any of the Account(s), Service(s), Facility(ies) or Transaction(s) is provided or made available or at which any of the Account(s), Service(s), Facility(ies) or Transaction(s) is booked, recorded or affected, or through which it makes or receives payments or deliveries for the purpose of any of the Account(s), Service(s), Facility(ies) or Transaction(s) The Client undertakes to execute (and shall procure that each other Security Party executes) all such instruments or documents and do all such acts or deeds (at the Client s own cost) as may be required by the Bank in connection with any such assignment, transfer, novation or change referred to in this Clause 25. Without prejudice to the generality of this clause, any failure by the Client to execute any instrument or document and do all such acts or deeds, if required (at the Client s own cost) shall not affect the validity of the assignment, transfer, novation or change referred to in this Clause AMENDMENTS The Bank shall have the right, by notice in writing, to add to, alter, vary, supplement or modify all or any of the terms of the Client Agreement and the Facility Documents at any time in its absolute discretion, and such additions, alterations, variations, supplements or modifications shall be effective on and from the date specified by the Bank in its notice sent to the Client (which shall be binding upon receipt, or deemed receipt, by the Client) in accordance with the Client Agreement and the Facility Documents or, if no such date is specified, on and from the date of such notice. 27 ENTIRE AGREEMENT The Client Agreement and the Facility Documents constitute the entire agreement and understanding of the Client and the Bank with respect to its subject matter. Each of the Client and the Bank acknowledges that in entering into the Client Agreement and the Facility Documents it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in the Client Agreement or the Facility Documents) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in the Client Agreement or the Facility Documents will limit or exclude any liability of the Client or the Bank for fraud. Bank Julius Baer & Co. Ltd., Singapore branch 48

51 28 CONFLICTS OF INTEREST 28.1 The Bank may (without prior consent from the Client) effect Transactions for or on behalf of the Client through the agency of and/or with a counterparty which is related to the Bank whether directly or indirectly or through or with another client of the Bank even if a conflict of interest may arise. The Client acknowledges that the Bank may be dealing with Affiliates or be buying, selling or investing in financial products, schemes or instruments that may be issued, operated, underwritten, offered, advised, managed or arranged by Affiliates and as such the Bank may be subject to conflicts of interest. The Bank may also (without prior consent from the Client) effect Transactions for or on behalf of the Client in which the Bank or its Affiliates has a direct or indirect interest (whether material or not). Pursuant to Applicable Laws including regulations issued pursuant to the Securities and Futures Act, the Client hereby consents to the Bank buying from or selling to it any securities and/or futures contract for the Bank s own account, the account of any person to which the Bank is associated or connected with or which it and/or its directors directly or indirectly control, including its Affiliates, or any account in which the Bank has an interest directly or indirectly Subject to the Bank taking reasonable care to ascertain that the terms are within acceptable market rates at the relevant time, the Bank, any of its Agents and/or any other Affiliate may at any time have an interest in a transaction, including acting as agent for another party, acting as principal in buying or selling its own property, holding significant long or short positions, receiving and retaining commission from other parties to a transaction, executing a transaction with prior knowledge of other related transactions, being a holder, dealer or market maker in Securities or other investments purchased or sold by the Client, taking the opposite positions in Securities or other investments purchased or sold by the Client, be represented on the board of the issuer of any Securities represented in any of the investments that the Client may make or otherwise participating or having an interest in an investment or issue or issuer of Securities The Bank may from time to time, as principal or agent, have positions in, or may buy or sell, or make a market in any Securities, currencies, financial instruments or other assets relating to or underlying an Alternative Investment which the Client has an interest in. Without prejudice to other terms in the Client Agreement, the Bank or its Affiliates may provide other services to and/ or have officers who serve as directors of the corresponding persons and/or entities of the Alternative Investment. The Bank or its Affiliates may engage in hedging activities which include financial instruments related to the Alternative Investments. The Bank or its Affiliates may adjust or liquidate these hedge positions at any time. Such transactions by the Bank or its Affiliates may have significant effects on the relevant markets. The Bank and its Affiliates accept no liability if the Client suffers any Loss as a result thereof The Client acknowledges and agrees that the Bank, its Agents and/or Affiliates may retain for its sole benefit, Remuneration paid or given to the Bank, its Agents and/or Affiliates, by any Agent or third party in connection with the provision of the Services by the Bank and/or in respect of any Transaction whether the Bank is acting as principal or agent. The Bank, its Agents and/or Affiliates shall not be liable to account to the Client for any Remuneration received by the Bank, its Agents and/or its Affiliates from or by reason of such Services and/or Transactions The Client agrees that the Bank is not obliged to notify the Client of the amount of Remuneration received or retained by the Bank, its Agents and/or Affiliates and the Client releases the Bank, its Agents and/or Affiliates from any and all claims it may have against the Bank and/or its Affiliates arising from conflicts of interest and/or the receipt or retention of any Remuneration. The Bank shall not be liable for all and any Loss which may result from any conflict of interest The Client authorises the Bank to pay charges, commissions, rebates, retrocessions and other fees to any third parties at its absolute discretion. In addition, the Client accepts, is aware of and consents to the payment by the Bank of Remuneration, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is or is not disclosed to the Client) or in respect of any Transaction Without prejudice to the generality of this Clause 28, the Client acknowledges and agrees that: the Bank may undertake investments on behalf of the Client (whether pursuant to a Discretionary Mandate Agreement or otherwise), the issue or offer of sale of which has been issued, operated, underwritten, offered, advised, managed or arranged by the Bank or an Affiliate; and the Bank may receive Remuneration in respect of any investments and Transactions undertaken by the Bank on behalf of the Client (whether pursuant to a Discretionary Mandate Agreement or otherwise) and shall not be liable to account to the Client for any such Remuneration received from or by reason of such investments and/or Transactions, which Bank Julius Baer & Co. Ltd., Singapore branch 49

52 may be in addition to the fee paid by the Client for the Services provided by the Bank, including Services pursuant to a Discretionary Mandate Agreement or otherwise. 29 WAIVER AND SEVERABILITY No failure, omission or delay on the Bank s part in exercising any right, power or remedy under the Client Agreement and the Facility Documents or any instrument in connection therewith (including under any Facility) shall be construed as a waiver thereof or acquiescence therewith or impair such right, power or remedy or operate as a waiver, nor shall any single or partial exercise of the same preclude any further exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in the Client Agreement and the Facility Documents are cumulative and do not exclude any other rights, powers and remedies provided by law. If at any time any provision of the Client Agreement and the Facility Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, and of the remaining provisions of the Client Agreement and the Facility Documents shall not be affected or impaired thereby. 30 ILLEGALITY Notwithstanding any other provision herein, if, by reason of any Applicable Laws or regulatory requirement (whether or not having the force of law) or any change therein or judicial decision relating thereto or the interpretation or administration or application thereof, it shall become (or it shall appear to the Bank that it has or will become) unlawful or otherwise prohibited for the Bank to maintain the Account(s) or continue to provide Services and/or Facilities and/or continue with any Transaction, the Bank shall thereupon notify the Client to that effect (whether in writing or otherwise) and the Bank shall be entitled to carry out all such actions as it deems fit including exercising its rights under Clause 19.2 of this Section. 31 GOVERNING LAW AND JURISDICTION 31.1 The Client Agreement and the Facility Documents and all relations between the Client and the Bank shall be governed by and construed in accordance with the laws of Singapore and the Client hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore. The laws of the Client s home jurisdiction (other than the laws of Singapore) shall not be applicable. Nothing in this clause shall limit the right of the Bank to bring any proceedings arising out of or in connection with the Client Agreement and the Facility Documents and the relations between the Client and the Bank in any court elsewhere nor shall the bringing of any proceedings in any jurisdiction preclude the Bank from bringing any such proceedings in any other jurisdiction. To the extent allowed by law, the Bank may take concurrent proceedings in any number of jurisdictions Subject to Clause 25 of this Section, all deposits and their payment are governed by and subject to the laws in effect from time to time in the place in which the Bank is situated, which shall be the sole place of payment. No other Affiliate shall be liable to repay any deposit. Instructions for the remittance or transfer of funds to or through correspondent banks shall not affect or be construed to affect the foregoing Subject as aforesaid, the Client Agreement and the Facility Documents and all the Client s and the Bank s rights and obligations hereunder shall also be subject to all Applicable Laws. The Bank shall be entitled to rely on and act in accordance with all Applicable Laws and any other information applicable to it including those published by MAS, and/or the Association of Banks in Singapore, to the extent that they are applicable to the Bank providing the Services under the Client Agreement and the Facility Documents and the Bank shall not incur any liability to the Client as a result of so relying or acting Where the Client does not have an address in Singapore, the Client undertakes to nominate an agent with an address in Singapore to accept service of any legal process in Singapore on its behalf. Such agent shall acknowledge in writing to the Bank its appointment as such agent and service of legal process on such agent shall be deemed to constitute service on the Client The Client further irrevocably consents to the service of process out of the courts of Singapore in any proceedings by the mailing of copies thereof by registered or certified prepaid airmail post to the Client at its last known address in the Bank s records, such service to become effective the next day after such mailing, notwithstanding that it is not received by the Client or returned undelivered. Nothing herein shall affect the Bank s right to serve process in any other manner permitted by law The Client hereby acknowledges the competence of the courts of any jurisdiction in which the Bank brings proceedings with respect to the Client Agreement and the Facility Documents and agrees that a final judgment in any such proceedings brought in such courts shall be conclusive and binding on the Client and if proceedings are brought in the courts of Singapore and final judgment is obtained in respect thereof, such final judgment may be enforced in any other courts under which jurisdiction the Client is or may be subject by a suit upon such final judgment. A certified copy of such final judgment shall be conclusive Bank Julius Baer & Co. Ltd., Singapore branch 50

53 evidence of the fact and of the amount of the Client s indebtedness, as the case may be. The Client hereby irrevocably waives any objection which it may now or hereafter have to the venue of any proceeding selected by the Bank and hereby further irrevocably waives any claim that the venue so selected is not a convenient forum for any such proceeding The Client hereby irrevocably agrees that should the Bank take any proceedings anywhere (whether for an injunction, specific performance, damages or otherwise), no immunity (to the extent that it may at any time exist whether on the grounds of sovereignty or otherwise) from those proceedings or from attachment (whether in aid of execution before judgment or otherwise) of the Client s assets (including Assets) or from execution of judgment shall be claimed by the Client or on the Client s behalf or with respect to the Client s assets (including Assets), any such immunity being irrevocably waived, and irrevocably agrees that the Client and its assets (including Assets) are and shall be subject to such proceedings, attachment or execution in respect of the Client s obligations under any of the Accounts, Services, Facilities Transactions, the Client Agreement and/or Facility Documents. Bank Julius Baer & Co. Ltd., Singapore branch 51

54 SECTION 2 CLIENT INFORMATION Bank Julius Baer & Co. Ltd., Singapore branch

55 SECTION 2 CLIENT INFORMATION 1 Unless otherwise defined in this Section, terms and references defined in Section 1 Terms and Conditions for Accounts and/or in any other Sections of the General Terms and Conditions shall have the same meaning in this Section. 2 This Section is without prejudice to the Bank s right to collect, use and disclose Client Information under Applicable Laws, including the Banking Act and the Personal Data Protection Act 2012, and every other provision of the Client Agreement and the Facility Documents. Terms herein constitute consent by the Client under Applicable Laws, including the Banking Act and the Personal Data Protection Act 2012, for the Bank to collect, use and disclose Client Information. Any termination of the Client Agreement and/or the Facility Documents shall not affect and shall be without prejudice to the terms in this Section which shall survive such termination. 3 The Client acknowledges and agrees that the Bank, in its absolute discretion, may from time to time collect Client Information from the Client, from any person constituting the Client or authorised by the Client, and from third parties. The Client warrants, acknowledges and agrees that where the Client or any person constituting the Client or authorised by the Client provides any Client Information relating to the Client s beneficial owner(s) including ultimate beneficial owner(s), officer(s) or equivalents, the Client s representative(s) (including Authorised Representative(s)) and agent(s), the Client s signatory(ies), the Client s attorney(s) (appointed under power(s) of attorney granted by the Client) or any individual, the Client is responsible for and hereby represents and warrants that such provider of Client Information, prior to the provision of Client Information, has procured all relevant consent from the relevant individual(s) and/or is duly authorised by such individual to provide consent to the Bank on behalf of the relevant individual(s), to the Bank s collection, use and disclosure of such Client Information for the purposes described in the Client Agreement and the Facility Documents. 4 The Client acknowledges and agrees that the Bank, in its absolute discretion, may from time to time use or disclose Client Information collected for any of the following purposes (within or outside Singapore): (d) (e) (f) (g) opening, establishment, continuation, review, operation, maintenance, provision, cessation or closure (as the case may be) of any Account (as well as account or sub-account held with any custodian or otherwise), Asset, Service, Facility and Transaction, including to act in any manner described in the Client Agreement and the Facility Documents; designing, improving and/or marketing of Bank Julius Baer Group s investment, financial or banking products and Services; credit, portfolio and other evaluation, both at the point of account opening and on an ongoing basis, including to ensure ongoing credit worthiness and to allow any credit bureau approved by the authorities and any member or subscriber of such credit bureau to carry out any such evaluation, and debt recovery; entering into (or potentially entering into) any Transaction for and on behalf of the Client; entering into (or potentially entering into) insurance or other similar contract(s) by the Bank and any claim(s) and/or request(s) for information thereunder, with respect to any Account, Assets, Services, Facilities, Transaction, hedging of the Client s obligations and/or the Bank s business and/or any proposed Account, Asset, Service, Facility and/or Transaction; complying with one or more obligations, requirements or arrangements for using or disclosing Client Information and/ or responding to request(s) from any guarantor or provider of security, any Agent, any issuer (including issuer of assets and their agents and their service providers), any exchange, clearing house or agency, trade repository, depository, custodian, sub-custodian, broker or correspondent bank, securities commission, any government, quasi-government regulatory, fiscal, tax, monetary or other authority, market participant or person under or in connection with any Account, Assets, Service, Facility, Transaction, and/or the Bank s business; compliance or other monitoring and surveillance and carrying out of background and other checks at the point of account opening and on an ongoing basis including in connection with Applicable Laws relating to anti-money laundering and know-your-client requirements, and verifying the identity(ies) of the Client s and/or the Assets beneficial owner(s) including ultimate beneficial owner(s), the Client s officer(s) or equivalents, the Client s Authorised Representative(s) and/or agent(s), the Client s signatory(ies) and the Client s attorney(s) (appointed under power(s) of Bank Julius Baer & Co. Ltd., Singapore branch 52

56 attorney granted by the Client); (h) (i) (j) (k) (l) (m) (n) risk management, including anti-money laundering or know-your-client activities and investigations conducted by and across the Bank Julius Baer Group, the maintenance of Bank scoring models and/or other risk management methodology(ies), effective supervision, reporting and management arising from matrix, and other reporting and supervisory structures prevailing at the relevant time; remote access, maintenance, repair, location and/or relocation of servers and/or database and information technology support and services; carrying out or responding to requests, investigations, questions, complaints, disputes or Instruction; complying with any Applicable Laws, any order of court or tribunal or any code or guideline having the force of law or otherwise; enabling an actual or proposed successor of the Bank, an actual or proposed assignee or transferee of any rights and/ or obligations of the Bank, or an actual or proposed participant or sub-participant of the Bank s rights in respect of the Client to evaluate the transaction intended to be the subject of the succession, assignment, transfer, participation or sub-participation, including in respect of any Transaction and in connection with insurance or other similar contracts by the Bank with respect to any Account, Assets, Services, Facilities, Transaction, hedging of the Client s obligations and/or the Bank s business and/or any proposed Account, Assets, Services, Facilities and/or Transaction; receiving services from any Agent or allowing the Client Information to be processed by any Agent to whom the Bank has outsourced or subcontracted any part of the Bank s Service(s) or business, or performance of the Bank s duties and exercise of rights; and/or other purposes directly relating to any of the matters listed above. 5 The Client consents for the Bank, its officers (as defined in the Banking Act) and its Agents to disclose any information including Client Information as the Bank shall consider appropriate to any of the following persons, whether in or outside Singapore: (d) (e) (f) (g) any person participating in the provision of services to the Bank, the Bank s Agents or any other third party provider of services (including debt collection, printing or mailing of cheque books, reports, newsletters or other documents, and professional, management, administrative, data management (including the maintenance of data servers), electronic, telecommunications, computer, payment, collections, security, investigation, clearing, credit reference or checking services), or to any person to whom the Bank has outsourced or subcontracted any part of the Bank s business, or to any issuer (including issuer of assets and their agents and their service providers), or to any custodian, broker, exchange, trade repository, depository, clearing agent, clearing house, correspondent bank or market participant whether in Singapore or in any other jurisdiction, under or in connection with the Account(s), Service(s), Asset(s), Facility(ies), Transaction(s) or the Bank s business; any person with (or through) whom the Bank enters into (or may potentially enter into) any Transaction in connection with the purchase or sale of any credit insurance or any other contractual protection or hedging with respect to the Client s obligations under any of the Account(s), Service(s), Facility(ies) and/or Transaction(s) or proposed Account(s), Service(s), Facility(ies) and/or Transaction(s); any credit bureau approved by the authorities and any member or subscriber of such credit bureau; any government, quasi-government, regulatory, fiscal, tax, monetary or other authority, body or person pursuant to Applicable Laws, any order of court or tribunal or any code or guideline not having the force of law or otherwise; any insurer, guarantor or provider of security in relation to the Client or the Account(s), Service(s), Facility(ies) and/or Transaction(s), or the auditor of the Client or any member, partner, director or shareholder of the Client; the Affiliates, other offices or branches, representative offices, subsidiaries or related corporations; any actual or potential assignee or transferee of any rights and obligations of the Bank or other actual or potential participant or sub-participant of any of the Bank s rights and/or obligations under or relating to any Facility or Service granted by the Bank to the Client or any Transaction between the Client and the Bank and any security provided in Bank Julius Baer & Co. Ltd., Singapore branch 53

57 connection therewith for any purpose connected with the proposed assignment or transfer; (h) (i) (j) any provider of credit protection in respect of any of the Bank s rights and/or obligations in relation to the Facility(ies); any person to whom any fees, commissions or other amounts may be payable, for the exclusive purpose of determining the quantum of such fees, commissions or other amounts as may be necessary in order to properly calculate such quantum; and/or any person to whom the Bank is under a duty to disclose or the Bank considers in good faith is in the interest of the Bank to make such disclosure. 6 Further, without limitation to the generality of the foregoing, the Client specifically consents to the following disclosures by the Bank, its officers (as defined in the Banking Act) and Agents: (d) (e) (f) (g) (h) where the Client is a holder of Securities and/or other financial instruments issued, listed, traded or held in and/or otherwise related to Norway, Greece, Cyprus, Turkey, Peru, South Korea, Malaysia, Brazil, India, Australia, China, Japan, Thailand, Indonesia, Philippines, Nigeria, Kenya, Croatia, Saudi Arabia, New Zealand, Argentina, Bahrain, Jordan, Lebanon, Oman, Qatar, Morocco, Pakistan, Chile, Iceland, Romania, Sri Lanka, Egypt, Finland, Israel, Kuwait, United Arab Emirates, Canada and/or any other jurisdictions, the Bank shall be entitled to make disclosure of Client Information, descriptions of Securities and/or other financial instruments (including the ISIN number) and the number and nominal/notional quantity of Securities and/or financial instruments held by the Client, to any authority (regulatory or otherwise), any issuer, custodian, broker, exchange, trade repository, depository, clearing agent, clearing house, correspondent bank and/or market participant pursuant to Applicable Laws; where transactions may be executed on the Hong Kong Stock Exchange on behalf of the Client, or for the Client s account, the disclosure of Client Information to any Hong Kong broker licensed or registered with the Securities and Futures Commission of Hong Kong (the SFC ) through whom the Bank may effect transactions on the Hong Kong Stock Exchange, The Stock Exchange of Hong Kong Limited and/or the SFC; (where the Client may subscribe for and/or hold shares, units or rights in a company or any other structures listed on an exchange in Hong Kong (each, a Listed Entity )) the disclosure of Client Information to the Listed Entity and/or its agents, any government authority, regulatory body or exchange and to such other person(s) pursuant to Applicable Laws or conditions relating to the subscription and/or holding; (where the Client may subscribe for and/or holds shares, units or rights in a company or any other structures listed on an exchange in Australia (each, an Australian Listed Entity )) the disclosure of Client Information to the Australian Listed Entity and/or its agents, any government authority, regulatory body or exchange and to such other person(s) pursuant to Applicable Laws or conditions relating to the subscription and/or holding; (where the Client may subscribe for and/or holds shares, units or rights in a company or any other structures listed on an exchange in Malaysia (each, an Malaysian Listed Entity )) the disclosure of Client Information to the Malaysian Listed Entity and/or its agents, any government authority, regulatory body or exchange and to such other person(s) pursuant to Applicable Laws or conditions relating to the subscription and/or holding; (where the Client may subscribe for or holds shares, units or rights in a company or any other structures listed on an exchange in Singapore (each, a Singapore Listed Entity )) the disclosure of Client Information to the Singapore Listed Entity and/or its agents, any government authority, regulatory body or Securities exchange and to such other person(s) as may be required in order for the Bank to comply with Applicable Laws or conditions relating to the subscription and/or holding); (where the Client has undertaken investments in limited partnerships or limited liability companies in the United States of America (the United States )) the disclosure of any Client Information to the administrator of such investment(s), a custodian or any tax authority, whether in the United States or any other jurisdiction, for the purpose of determining the tax liability of the Client or otherwise; (where the Client is a holder of shares/units in an open-end mutual fund registered in the United States (each, a U.S. Fund )), the disclosure of Client Information, the number of shares/units held by the Client and details of the transactions undertaken by the Client, to the U.S. Fund and/or any financial intermediary between the Bank and the U.S. Fund; and/or Bank Julius Baer & Co. Ltd., Singapore branch 54

58 (i) (where the Client has undertaken or intends to undertake investments in non-traditional funds (each, a Fund ), including funds domiciled in offshore jurisdictions, hedge funds and other funds with special market and/or operational risks) the disclosure of Client Information to the Fund, its manager, administrator, paying agent and/or custodian. 7 In the event that the Client instructs the Bank to send funds by wire transfer to a bank or financial institution (the Beneficiary Institution ), whether in Singapore or in any other jurisdiction, the Client acknowledges that the Bank may be required to disclose certain Client Information, to the Beneficiary Institution and the Client consents to such disclosure. 8 In connection with the use of e-jbs, the Client authorises the disclosure, release, transmission, processing and retention of any and all information whether relating to the Client s Account(s) with the Bank or otherwise, to or by such parties as the Bank in its absolute discretion deems necessary for the purpose of providing the e-jbs Service. 9 Client Information may be processed, kept, transferred, held and/or disclosed in and to any jurisdiction as the Bank, its Affiliates, Agents and/or any person who has obtained such Client Information from the Bank may, in their absolute discretion, deem appropriate, including in accordance with the Applicable Laws in that jurisdiction. Without prejudice to the generality of the foregoing, Client Information (including for purpose of outsourcing or sub-contracting by the Bank) may be processed, kept, transferred, held and/or disclosed by and to the Bank s Affiliates and/or Agents in Switzerland, their respective Agents, and/or any person in Switzerland. Such Affiliates and/or Agents in Switzerland, their respective Agents, and/or any person in Switzerland, may disclose, in such form and manner, the Client Information obtained from the Bank in order to comply with any Applicable Laws of Switzerland including any order of court or tribunal, any government, quasi-government, regulatory, fiscal, tax, monetary or other authority, body or person having supervisory jurisdiction over the Bank, its Affiliates or Agents in Switzerland notwithstanding any contractual obligation of confidentiality imposed on such Affiliates and/or Agents in Switzerland, their respective Agents, and/or person(s) in Switzerland. 10 This Section is not, and shall not be deemed to constitute, an express or implied agreement by the Bank with the Client for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act and in the Third Schedule to the Banking Act. The rights conferred on the Bank in this Section shall be in addition to and shall not be in any way prejudiced or affected by any other agreement, express or implied, between the Client and the Bank in relation to any Client Information nor shall any such other agreement be in any way prejudiced or affected by this Section. Bank Julius Baer & Co. Ltd., Singapore branch 55

59 SECTION 3 RISK DISCLOSURE STATEMENT Bank Julius Baer & Co. Ltd., Singapore branch

60 SECTION 3 RISK DISCLOSURE STATEMENT 1 INTRODUCTION The objective of this risk disclosure statement (this Risk Disclosure Statement ) is to explain to the Client, briefly, certain risks relating to investments or Transactions of which the Client should be aware prior to undertaking such investments or Transactions. In particular, the Client must be aware that the risk of Loss in respect of some investments or Transactions, especially trading treasury and financial derivatives Transactions or contracts, can be substantial. This Risk Disclosure Statement is not an exhaustive guide on the risks involved in any particular Transaction. The Client is strongly advised to seek independent financial, legal, taxation and other professional advice. Unless otherwise defined in this Risk Disclosure Statement, terms and references defined in Section 1 Terms and Conditions for Accounts and/or in any other Sections of the General Terms and Conditions shall have the same meaning in this Risk Disclosure Statement. 2 GENERAL CONDITIONS 2.1 The General Terms and Conditions are applicable to all Transactions and investments. 2.2 Due to the volatile nature of the Transactions and the underlying assets therein, participation in a Transaction involves a certain degree of risk. Assets and underlying assets may become valueless due to price fluctuations. It is as likely that losses will be incurred as profit made as a result of buying and selling assets or entering into Transactions. The Client s attention is hereby drawn to such risks (which can be substantial). By entering into any Transaction with the Bank, the Client acknowledges that it makes its own assessment and judgment in all investment, trading and other decisions in respect of the Transaction. To the extent that the Transaction, underlying or referenced assets of each Transaction or product comprise Transactions in foreign currency denominated contracts, the profits or losses (whether these Transactions are traded in the Client s own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency. The Client is fully aware that derivative markets can be highly volatile. The prices of the products and the underlying or referenced assets may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions. The Client accepts all risks and Loss in such Transactions, and the Bank is not responsible for any Loss arising from the Transactions. 2.3 The Bank is part of a large international financial group and acts simultaneously for a large number of clients, as well as for its own account. Accordingly, conflicts of interest cannot be completely avoided. The Client accepts that, when the Bank undertakes a Transaction for the Client, the Bank or some other person connected with it may have an interest, relationship or arrangement that is material in relation to the Transaction concerned. The Client acknowledges and agrees that when the Bank undertakes a Transaction for the Client, the Bank or a person connected with it could be dealing as principal for its own account or as agent for the account of another client of the Bank. The Client further acknowledges that the Bank and/or its Affiliates may, subject to Applicable Laws: be the issuer of any investment or assets, combine the Client s orders with its/their own orders or the orders of any other client, make investments or effect Transactions for the Client through the agency of and/or with a counterparty which is a related organisation or a person otherwise associated with it/them, (d) have a position or a direct or indirect interest in any investment or Transaction even if the position is opposite to that taken by the Client, (e) engage in hedging activities which include financial instruments related to Alternative Investments and adjust or liquidate its/their hedge positions at any time notwithstanding that such activities may have substantial effects on the markets concerned, (f) have bought or sold any investments or entered into any Transactions as principal or for its/their other clients, or (g) have other banking, advisory or any other corporate relationships with companies whose investments are held for the Client s account or are purchased and sold for the Client and its/their officers and directors may be officers and directors of such companies. The Client acknowledges that the Bank and/or its Affiliates may profit or receive Remuneration from any such Transaction or other connected Transactions and agrees that the Bank and/or its Affiliates (as the case may be) shall not be liable to account or specifically disclose to the Client details of any such Remuneration and may retain the same for its/their sole benefit. 2.4 Where the Client s counterparty is the Bank, the Client acknowledges that the Bank deals with the Client at arm s length as the Client s counterparty. In any case, the Bank is not the Client s fiduciary, nor does it accept to undertake any fiduciary obligations to the Client. The Client should be aware that any dealing, trading, engagement or Transaction with the Bank by the Client could result in a loss to the Client and a gain to the Bank. The Bank is not obliged to give advice or make recommendations and Bank Julius Baer & Co. Ltd., Singapore branch 56

61 notwithstanding that it may do so on request by the Client or otherwise, such advice or recommendations are given or made (and the Client acknowledges and agrees that it is so given or made) without any responsibility on the part of the Bank and on the basis that the Client will nevertheless make the Client s own assessment and rely on the Client s own judgment. The Bank will act upon the Instructions of the Client or the Authorised Representative. The Client cannot assume that the Bank will or shall be under any obligation to warn the Client or the Authorised Representative if any of its Instructions are ill-timed or inadvisable for any reason or are likely to cause the Client to suffer Loss. 2.5 By entering into any Transaction with the Bank, the Client confirms that it has read and fully understood this Risk Disclosure Statement, all Offering Documents, product term sheets, annexures and supplements pertaining to the Transaction. The Client fully understands the nature of the Transaction and terms governing the said Transaction, including the Bank s Margin requirements (if applicable). The Client accepts all risks involved in any Transaction and is solely responsible for determining whether any Transaction is appropriate given the Client s circumstances in terms of the Client s investment objectives, investment experience, financial circumstances and other relevant circumstances. 2.6 The Services provided by the Bank to the Client are non-exclusive and the Bank shall be under no obligation to account to the Client for any benefit received for providing services to any other person or to disclose to the Client any fact or thing which may come to the notice of the Bank in the course of providing services to any other person or in any other capacity or in any manner whatsoever. 2.7 The Bank emphasises and the Client acknowledges that s are sent via open installations (such as public and private data transfer networks and providers that are accessible worldwide) available to anyone. It is therefore impossible to control the transmission route of any , and s are often routed through more than one country (even when the sender(s) and recipient(s) are located in the same country). By communicating with the Bank via s, the Client confirms that it fully understands and accepts the multitude of risks inherent in unsecured (which are not exhaustive), including: (d) (e) the lack of confidentiality and unintended disclosures where s and their attachments may be viewed without restriction and systematically monitored by unauthorised parties; the content of any , attachments and sender details including address can be tampered with or falsified by unauthorised parties; s and their attachments may be altered, mutilated, misrouted, delayed, or deleted due to technical failures, interruptions or malfunctions during transmissions, and other risks include errors in transmission, technical defect, data corruption, power failure, breakdown of telecommunication networks, fraud, forgery, misunderstanding, fraud or forgery of third parties or any Force Majeure Event; there is no way for a recipient to technically verify the integrity of an , the sender and content (unauthorised interception, manipulations and errors are not usually discovered in time); and damage can be done to the addressee and from the Bank can be altered or falsified as a result of or computer infections such as viruses, trojan horses, worms or spams created or spread by third parties. 2.8 The Client acknowledges that Internet-related risks may arise through the use of e-jbs and such risks include the following: (d) (e) insufficient technical knowledge and lack of safety precautions can enable unauthorised third parties to gain access to the Client s systems or devices and detect the Client s access to e-jbs; the Client s usage patterns may be monitored by third parties; any information transmitted to the Client or received by the Client through e-jbs may be may be lost, altered, mutilated, misrouted, delayed, misused or deleted due to technical failures, interruptions or malfunctions during transmissions, and other risks include errors in transmission, technical defect, data corruption, power failure, breakdown of telecommunication networks, fraud, forgery, misunderstanding, fraud or forgery of third parties or any Force Majeure Event; computer infections such as viruses, trojan horses, worms and other malicious code may interfere with e-jbs, the web browser or any relevant telecommunication device or computer systems accessible by the Client; and any downloading of data is done solely at the Client s risks. Bank Julius Baer & Co. Ltd., Singapore branch 57

62 3 MARGIN REQUIREMENTS 3.1 Where the Client transacts with the Bank on a Margin (or Collateral) basis, the Client shall provide the Bank with an initial Margin (or Collateral) before entering into any of the Transactions. The required amount of initial Margin (or Collateral) varies with each type of Transaction and is determined by the Bank, from time to time, in its absolute discretion. 3.2 Notwithstanding the entry by the Client into the Transactions, the Margin (or Collateral) required may be changed at any time by the Bank in its absolute discretion. 3.3 The Margin (or Collateral) shall be provided by the Client and/or any Security Party to the Bank as the Bank may, in its absolute discretion, require at any time from time to time and provided to the Bank in such manner as may be determined by the Bank in its absolute discretion. Margin (or Collateral) shall be assets (including Assets) acceptable to the Bank as credit support and/ or security for any or all of the Client s obligations to the Bank, including Total Liabilities. The valuation of such assets (including Assets) shall be made according to the Bank s prevailing practices from time to time. 3.4 The value of the Margin or Collateral Value provided by the Client may fall below the amount required by the Bank from time to time due to various reasons, including book losses arising from mark-to-market valuation of outstanding Transactions or Loss arising from closed-out Transactions. The Client acknowledges and accepts that the Client may not only sustain a total loss of its initial Margin (or Collateral) and any additional funds deposited with the Bank to maintain the Client s position but may also incur further liability to the Bank or sustain further or additional Loss. 3.5 If the value of the Margin (or Collateral Value) is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including: requiring the Client, the Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise) provide the Bank with additional Margin (or Collateral) in such form and value acceptable to the Bank and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Margin (or Collateral)); immediately selling or realising any and/or all of the Margin (or Collateral) or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 3.5 or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Margin (or Collateral) and such time granted, provided or extended has not expired; and/or closing out, liquidating, setting off, selling, realising or otherwise dealing with any or all of the Transactions (notwithstanding that any such Transaction(s) has/have not yet matured and whether or not any Loss to the Client may arise as a result thereof) immediately or at such time and by such means and in such manner as the Bank, in its absolute discretion, deems appropriate without notice (whether oral or otherwise) to the Client and/or any other person, regardless of whether the Bank has made any demand under Clause 3.5 or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Margin (or Collateral) and such time granted, provided or extended has not expired. The Client should note that the obligation to make such Margin (or Collateral) payments can amount to many times the purchase price of the investment. 3.6 The high degree of leverage resulting from a relatively small Margin (or Collateral) requirement in respect of the Transaction(s) can work against the Client as well as in the Client s favour. The Client acknowledges and accepts that the use of leverage may result in loss as well as gains. The Client should therefore consider the suitability of transacting with the Bank on a Margin (or Collateral) basis carefully in light of the Client s financial position and investment objectives. 4 VALUE CHANGES Specific market movements of the underlying instruments such as fluctuation in foreign exchange rates or interest rates and movements in commodities prices, Securities prices or indices cannot be predicted accurately. The Client acknowledges and accepts that the Client may sustain a total loss in excess of the committed amount and any Margin (or Collateral) or additional Margin (or Collateral) deposited with the Bank. Bank Julius Baer & Co. Ltd., Singapore branch 58

63 5 RISK-REDUCING ORDERS OR STRATEGIES Placing contingent orders, such as stop-loss or stop-limit orders, will not necessarily limit the Client s Loss to the intended amounts, as it may be difficult or impossible to execute such orders either in accordance with the Client s Instructions, or at all, under certain market conditions. Accordingly, the Client accepts and bears the risk, and hereby releases and discharges the Bank from all liability, arising out of the execution or the non-execution of a stop-loss or stop-limit order and pursuant to such acceptance, authorises the Bank in such circumstances to execute any order at such rate and in such manner as the Bank may in its absolute discretion deem appropriate. The Client should also note that strategies using combinations of positions, such as spread and straddle positions, may be as risky as taking simple long or short positions. 6 RISKS OF OPTIONS Transactions involving options carry a high degree of risk and are not suitable for many people or entities. Such Transactions should be entered into only by people or entities who fully understand and have familiarised themselves with the type of options, the style of exercise, the nature and extent of rights and obligations and the associated risks. The Client should carefully calculate the price which the underlying instrument would have to reach for the option position to become profitable. This price would include amounts by which the underlying instrument would have to rise above or fall below the strike price to cover the sum of the premium and all other costs incurred in entering into and exercising or closing the option position or performing the Client s obligations under the option. The Client acknowledges that exercising any option results either in a cash settlement or in the acquisition or delivery of the underlying instrument. The Client further acknowledges that the Client is solely responsible for ensuring that the Bank receives adequate and timely Instructions as to the exercise or abandonment of any option. The risk of Loss in trading options contracts is substantial. In some circumstances, the Client may sustain Loss in excess of the Client s initial Margin funds. Placing contingent orders, such as stop-loss or stop-limit orders, will not necessarily avoid Loss. Market conditions may make it impossible to execute such orders. The Client may be called upon to deposit additional Margin funds immediately on demand (whether such demand is made orally or otherwise) without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment (where applicable). Without prejudice to any other rights of the Bank, if the required funds are not provided immediately, the Client s position may be liquidated without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person(s). The Client will remain liable for any resulting deficit in its Account(s). The Client should study and understand options contracts before entering into such Transactions, and carefully consider whether such trading is suitable in the light of its financial position and investment objectives. The Client should ask the Bank about the terms and conditions of the specific Transactions and the associated obligations (e.g. the expiration dates and restrictions on the time for exercise of option contracts). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest. 6.1 Risks involved in buying options The Client should not buy any option unless it is able to sustain a total loss of the premium and transaction costs of buying the option. Under certain adverse market conditions when the market moves against an option position, the purchased option can expire worthless. If the purchased options expire worthless, the Client will suffer a total loss of its investment which will consist of the option premium plus transaction costs. A Client who buys, or intends to buy, an option should be aware that: the Client, as a buyer, may offset or exercise the options or allow the options to expire. In order to realise any value from the option, it will be necessary either to offset the option position or to exercise the option. The exercise of an option results either in a cash settlement or in the buyer acquiring or delivering the underlying interest; and some option contracts may provide only a limited period of time for the exercise of the option and some option contracts may provide for the exercise of the option on a specified date only. If the Client is contemplating purchasing deep out-of-the-money options, it should be aware that ordinarily, the chance of such options becoming profitable is remote. If the option is on a futures contract or leveraged foreign exchange Transaction, the Client will have to acquire a futures or leveraged foreign exchange position, as the case may be, with associated liabilities for Margin. The risk of Loss in leveraged foreign exchange trading can be substantial. The Client may sustain Loss in excess of the Client s initial Margin funds. Placing contingent orders, such as stop-loss or stop-limit orders, will not necessarily limit Loss to the intended amounts. Market conditions may make it impossible to execute such orders. The Client may be called upon to deposit additional Margin funds immediately on demand (whether such demand is made orally or otherwise) without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment (where applicable). Without prejudice to any other rights of the Bank, if the required funds are not provided immediately, the Bank Julius Baer & Co. Ltd., Singapore branch 59

64 Client s position may be liquidated without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person(s). The Client will remain liable for any resulting deficit in its Account(s). The Client should therefore consider carefully whether such trading is suitable in light of its own financial position and investment objectives. Certain exchanges in some jurisdictions may permit deferred payment of the premium, limiting the liability of the buyer to margin payments not exceeding the amount of the premium. The Client acknowledges that the Client, as a buyer, is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the Client remains responsible for any unpaid premium outstanding at that time. The Client acknowledges that it is aware that the buyer of any option risks losing some or all of the amount paid or payable as premium for the option. This could occur due to unfavourable price performance of the underlying instrument or expiry of the option without the buyer giving any instructions to the Bank in respect of the exercise of the option. As the value of an option is partly dependent on the remaining tenor of the option prior to the expiry date (time value), an option may decline in value over time even if the value of the underlying instrument remains constant or performs favourably. The shorter the time remaining until the expiry date and the larger the unfavourable price difference between the exercise price and the market price, the greater is the option buyer s risk of losing the premium paid. 6.2 Risks involved in selling options The risks associated with selling ( writing or granting ) an option is generally greater than purchasing an option. Although the premium received by the Client, as the option seller, is fixed, the Client may sustain Loss well in excess of that amount. The Client acknowledges that, as a seller, it will be liable for additional Margin to maintain the position if the market moves unfavourably. It is important for the Client to understand the risks to which the Client, as an option seller, would be exposed if the buyer exercises the option and the Client is obliged to either settle the option in cash or acquire or deliver the underlying instrument. If the option is on a futures contract or leveraged foreign exchange Transaction, the Client, as the option seller, will acquire a futures or leveraged foreign exchange position, as the case may be, with associated liabilities for Margin. The risk may be mitigated (to a greater or lesser degree, depending on the facts) if the option is covered by a corresponding position in the underlying contract or another option. Conversely, if the option is not covered, then the possible Loss may be unlimited. An option is described as covered if the option seller already has a corresponding quantity of the relevant underlying instrument at its disposal. Risk of selling (writing) covered call options The writer of a covered call option sells (writes) the call option for an underlying instrument which it already has available. If the option is exercised by the buyer, the writer does not profit from the price growth of the underlying instrument in excess of the exercise price. Thus a profit is missed by the writer of a covered call option. The profit missed is reduced only by the premium received. If the call option is not exercised by the buyer, the writer bears the full risk of a decline in the price of the underlying instrument. The decline in the price of the underlying instrument is reduced only by the amount of the premium received. Risk of selling (writing) uncovered call options The writer of an uncovered call option sells (writes) the call option without already having the underlying instrument available in the event that it has to be delivered. The writer of an uncovered call option is required to deposit a Margin. If the price of the underlying instrument rises, the Margin increases. The writer firstly bears the risk of having to provide additional Margin to the Bank immediately on demand (whether such demand is made orally or otherwise) at any time in order to meet the higher Margin demands (without the Bank being obliged to grant, provide or extend time to the writer as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide such additional Margin). If the call option is exercised by the buyer, the writer bears the risk of having to buy the underlying instrument to be delivered at a market price which is higher than the exercise price. Since there is no limit to the amount by which the market price of the underlying instrument may exceed the exercise price, the writer of an uncovered call option runs the risk of incurring an unlimited Loss. The Loss thus arising is reduced only by the amount of the premium received. The writer of an uncovered American-style call option must also be prepared for the fact that the option may be exercised at a highly unfavourable time when the markets are against the writer. If the option provides for physical settlement, it may be very expensive or even impossible for the writer to acquire the underlying instruments to fulfill its delivery obligations under the option. Bank Julius Baer & Co. Ltd., Singapore branch 60

65 Risk of selling (writing) put options 6.3 Combinations The writer of a put option is required to deposit a Margin. If the price of the underlying instrument falls, then the Margin to be provided will increase. The writer runs the risk of being called upon at any time by the Bank to provide additional Margin immediately on demand (whether such demand is made orally or otherwise) to satisfy the increased Margin requirements (without the Bank being obliged to grant, provide or extend time as may be necessary to implement any Mechanics of Payment (where applicable) and/or to the writer to provide such additional Margin). If the buyer exercises the put option, the writer runs the risk of having to purchase the underlying instrument offered to it at an exercise price which is higher than the market price of the underlying instrument. The exercise price may be considerably higher than the market price of the underlying instrument. The risk to the writer of a put option lies in the difference between the exercise price of the put option and the market price of the underlying instrument and is therefore limited to the amount of the exercise price. Any Loss thus arising is reduced only by the amount of the premium received. If the buyer does not exercise the put option before its expiry, the Margin provided by the writer is released and the writer of the put option no longer faces the risk of having to purchase the underlying instrument at a price exceeding the market price. The writer of the put option retains the premium received. An acquisition of two or more options, based on the same underlying contract, which differ in either the option type (call or put), the quantity, the strike price, the expiry date or the type of position (buy or sell), is referred to as a combination. Given the large number of possible combinations, the Client should, before entering into any such Transaction, obtain independent advice. 6.4 Exotic Options Unlike plain vanilla put and call options described above, exotic options are subject to additional conditions and agreements. There is no limit to the structures exotic options may take. Exotic options come in the form of tailor-made over-the-counter options or warrants. Given the special composition of exotic options, their price movements can vary markedly from those of their plain vanilla cousins. The Client should be aware that larger Transactions can trigger price movements even shortly before expiration and that these can render an option worthless. The examples of exotic options listed below can be broadly divided into two (2) categories: path-dependent options and options on more than one underlying. Path-dependent options Before entering into a Transaction involving path-dependent options, the Client will also need to take into account fluctuations in the market value of the underlying instrument. Examples of path-dependent options include the following: (i) Barrier options The exercise rights for knock-in barrier options only arise if the market value of the underlying instrument reaches a fixed threshold (the barrier ) within a specified period. The exercise rights for knock-out barrier options expire if the market value of the underlying instrument reaches the barrier during the specified time period. If the barrier is between the market value of the underlying at the time the option was entered into and the exercise price, it is referred to as a kick-in/kick-out barrier option. Double-barrier options have both an upper and a lower barrier and may take the form of knock-in and knock-out barrier options. When buying a barrier option, the Client must be aware that the exercise rights thereunder will only arise when the market value of the underlying asset reaches the barrier (in the case of knock-in/kick-in options) or that the exercise rights will expire irrevocably when that barrier is reached (in the case of knock-out/kick-out options). (ii) Payout options Payout options accord the buyer a right of payment of an agreed fixed amount. In the case of a digital (or binary) option, the buyer will receive payment if the market value of the underlying instrument reaches a fixed value once during a specified time period (if the option is a one-touch digital option) or precisely on the expiration date Bank Julius Baer & Co. Ltd., Singapore branch 61

66 (if the option is an all-or nothing option). In the case of a one-touch digital option, payment may occur either immediately upon the barrier being reached or on the expiration date (a lock-in option). With lock-out options, the buyer will only receive the fixed payment if the market value of the underlying instrument does not reach the agreed barrier during a specified time period. If the Client writes a payout option, it will be required to pay to the buyer the fixed amount if the barrier is reached, regardless of whether or not the option is in-the-money when exercised or on the expiration date. Such payment amount can be considerably larger than the option s intrinsic value. (iii) Asian options For Asian options, an average value is derived from the market value of the underlying instrument over a specified time period. This average is used to determine the underlying instrument s value for an average-rate option and to calculate the exercise price for an average-strike option. The calculation of an average value for the underlying instrument in the case of an average-rate option can result in the value of the option on the expiration date being considerably lower for the buyer and considerably higher for the writer than the difference between the exercise price and the current market value on expiry. For an average-strike option, the average exercise price of a call option can be considerably higher than the price originally set. For an equivalent put option, the exercise price can similarly be lower than the price originally set. (iv) Lookback options With a lookback option, the market value of the underlying instrument is recorded periodically over a specified time period. For a strike-lookback option, the lowest value (in the case of a call option) or the highest value (in the case of a put option) of the underlying instrument becomes the exercise price. The exercise price remains unchanged for a price-lookback option, with the highest value (in the case of a call option) or lowest value (in the case of a put option) being used in calculating the option value of the underlying instrument. For lookback options, both the calculated exercise price and the calculated value of the underlying instrument can vary considerably from the market prices prevailing on the expiration date. A Client writing such an option must be aware that it will always be exercised at the most unfavourable value for the Client. (v) Contingent options A buyer of a contingent option will be required to pay the premium only if the market value of the underlying instrument reaches or exceeds the exercise price during the life of the option (in the case of an American-style option) or on the expiration date (in the case of an European-style option). (vi) Cliquet and ladder options The exercise price for cliquet options (also known as ratchet options) is modified for the following period, normally at regular intervals, in line with the market value of the underlying instrument. Any intrinsic value of the option is locked in. All lock-ins arising over the entire life of the option are accumulated. In the case of ladder options, such modifications take place when the market price of underlying instrument reaches specified levels, rather than at regular intervals. In most cases, only the highest intrinsic value is locked-in. In rare cases, all the intrinsic values recorded are added together. The writer of a cliquet option is required on the expiration date to pay to the buyer all the accumulated lock-ins in addition to any intrinsic value of the option. The writer of a ladder option is required to pay to the buyer the highest lock-in amount, which can be considerably higher than the option s intrinsic value on the expiration date. Bank Julius Baer & Co. Ltd., Singapore branch 62

67 Options on more than one underlying Examples of options on more than one underlying include the following: (i) Spread and out-performance options Both spread and out-performance options are based on two (2) underlying instruments. With a spread option, the absolute difference in movement between the two (2) underlying instruments forms the basis for calculating the option s value. By contrast, the value of an out-performance option is based on the relative difference, that is, the percentage out-performance of one underlying compared to the other. Even if the underlying instrument performs positively, the difference between the underlying instruments may be equal or lower in absolute as well as relative terms, thus having a negative impact on the value of the option. (ii) Compound options Compound options have an option as their underlying instrument, that is, they are options on options. Compound options can have an especially large leverage effect. A writer of an option of this type can be faced with very substantial obligations. (iii) Credit default options 7 DERIVATIVE WARRANTS With a credit default option, the credit risk of the original risk-taker (the risk seller) is transferred to a third party (the risk buyer), who receives a premium in return. If the defined credit event occurs, the risk buyer is obliged to effect a cash settlement or take on the non-performing loan (or another delivery obligation) by way of physical settlement at a previously determined price. Credit default options are a form of credit derivatives. The risk of chain reactions on the credit market is high and can easily be underestimated. There is also the risk that lack of liquidity will lead to price distortions when volumes are low. This may mean that the investment can only be sold at a low price or in the longer term or even not at all. Warrants have similar characteristics to that of options. Derivative warrants are instruments which give investors the right to buy or sell an underlying asset such as equity shares at a pre-set price prior to a specified expiry date. Accordingly, in addition to risks that are associated with options, the risks of derivative warrants include, without limitation, the following: (d) (e) (f) (g) Purchasing derivative warrants is not the same as buying the underlying asset. The Client will not be entitled to any voting rights, rights to receive dividends or distributions or any other rights under the underlying assets; The price of derivative warrants may fall in value as rapidly as it may rise and investors may sustain a total loss of their investment; Assuming all other factors held constant, the value of a derivative warrant will decay over time and may have no value upon expiry. The Client should not view derivative warrants as long term investments; Warrants may have no liquidity. Although listed derivative warrants have liquidity providers, there is no guarantee that the Client will be able to offload the Client s position at a time of the Client s choosing; Investors trading in listed derivative warrants with underlying assets not denominated in the currency of the Client s home jurisdiction are exposed to exchange rate risk. Currency rate fluctuations can negatively affect the return on the Client s investment; Derivative warrants constitute general unsecured contractual obligations of the issuer and of no other person. The Client relies on the creditworthiness of the issuer and, if applicable, the guarantor. In the event that the issuer or, if applicable, the guarantor defaults, investors may sustain a total loss of investment. The Client has no rights under derivative warrants against any company which issues or comprises the underlying asset of the relevant issue of warrants or the sponsor of any underlying asset that is an index; The values of derivative warrants at any time prior to expiry are governed by a number of factors, such as the time left till Bank Julius Baer & Co. Ltd., Singapore branch 63

68 expiry, the price or level of the underlying asset compared with the strike price or exercise price of derivative warrants, the volatility of the underlying asset, market interest rate movements, credit quality of the issuer and the guarantor etc. There is no assurance that a change in value or market price of derivative warrants will correspond in direction or magnitude with the change in price of the underlying asset; and (h) Investors should recognise the complexities of using derivative warrants to hedge against the market risk associated with investing in an underlying asset or shares comprising any underlying asset that is an index. The issuer or sponsor of the underlying asset will have no involvement in the offer and sale of derivative warrants and no obligation to the investors in such derivative warrants. In addition, their decisions on corporate actions may have adverse impact on the value and market price of the derivative warrants. 8 FIXED INCOME PRODUCTS The Client should understand that not all fixed income products are risk-free and suitable for all investors. Holders of bonds, including plain-vanilla bonds, are subject to various risks, including but not limited to: Credit risk - bonds are subject to the risk of the issuer defaulting on its obligations. It should also be noted that credit ratings assigned by credit rating agencies do not guarantee the creditworthiness of the issuer; Liquidity risk - some bonds may not have active secondary markets and it would be difficult or impossible for investors to sell the bond before its maturity; and Interest rate risk bonds are more susceptible to fluctuations in interest rates and generally prices of bonds will fall when interest rates rise. In addition some bonds, including the following bonds or features, carry additional risks which the investor should be aware of: 8.1 High-yield bonds Investments in high-yield bonds are subject to risks such as: Higher credit risk as these bonds are typically rated below investment grade or are unrated, they are often subject to a higher risk of issuer default; and Vulnerability to economic cycles - during economic downturns such bonds typically fall more in value than investment grade bonds as (i) investors become more risk averse and (ii) default risk rises. 8.2 Bonds with special features The Client should take special attention of bonds that carry special features as these may give rise to additional risks. Examples of bonds/debentures with special features, as well as their risks, include: (d) Perpetual bonds or debentures that do not have a maturity date and where interest payments may be deferred or even suspended subject to the terms and conditions of the issue. In such cases, interest pay-outs depend on the viability of the issuer in the very long term. Furthermore, as such products are often callable and / or subordinated, the Client should take note of the reinvestment risk, and / or a lower priority of claims (e.g. on liquidation of the issuer) as the case may be; Subordinated bonds: these bear higher risks to the Client due to a lower priority of claim in the event of the issuer s liquidation where such investors can only get back the principal after other senior creditors are paid. The Client should therefore be aware of the implications of subordination and should understand the credit information relating to the product including that the credit rating of the guarantor is different from (and should not be confused with) that of the issuer of the product; Bonds that are convertible or exchangeable in nature expose the investor to both equity and bond investment risk; Contingent convertible debentures (these debentures generally absorb losses while the issuer remains a going concern (i.e. in advance of the point of non-viability)) that have a contingent write down or loss absorption feature may be writtenoff fully or partially or converted to common stock on the occurrence of a trigger event. The Client should therefore understand the product nature, the trigger events, and implications of any trigger before investing in such products; Bank Julius Baer & Co. Ltd., Singapore branch 64

69 (e) (f) (g) (h) Similarly, bail-in debentures contain (i) contractual mechanisms (i.e. contractual bail-in) under which debentures contain a clause requiring them to be written off or converted to common stock on the occurrence of a trigger event, or (ii) statutory mechanisms (i.e. statutory bail-in) whereby a national resolution authority writes down or converts debentures under specified conditions to common stock. Bail-in debentures generally absorb losses at the point of non-viability and the Client should understand the nature of such products, the trigger events, and implications of any trigger before investing in them; Bonds that are callable in which case investors face reinvestment risk when the issuer exercises its right to redeem the bond before it matures; Bonds that have variable and/or deferral of interest payment terms: investors would face uncertainty over the amount and time of the interest payments to be received; and Bonds that have extendable maturity dates: in such cases investors should take note that these do not have a definite schedule of principal repayment. 9 FORWARDS AND FUTURES 9.1 Forwards and futures entail the obligation to deliver or take delivery on a specified expiry date of a defined quantity of an underlying asset at a price agreed on the contract date. Unlike options which (at least for the buyer) only give rise to rights, forwards and futures involve both the buyer and the seller entering into obligations. The buyer need not pay a premium when the contract is concluded. Futures are standardised contracts traded on an exchange. Forwards are traded over-the-counter. Forwards and futures may involve high degrees of risk and may not be suitable for many members of the public. 9.2 When buying or (short) selling an underlying asset by way of a futures or forward contract, a specified initial Margin must often be supplied at the beginning of the contract. This is usually a percentage of the total value of the contract. The Bank may require additional Margin to be provided periodically or at any time on demand (whether such demand is made orally or otherwise) during the life of the contract (without the Bank being obliged to grant, provide or extend time as may be necessary to implement any Mechanics of Payment (where applicable) and/or for such additional Margin to be provided). This usually corresponds to the notional profit or loss arising from any change in value in the contract or underlying asset. The way in which the additional Margin is calculated will depend on the rules of the exchange concerned and/or the conditions of the contract. As an investor, the Client is obliged to deposit the required initial and additional Margin with the Bank for the entire life of the contract. In the event of a book loss, the additional Margin can be several times larger than the initial Margin. 9.3 An investor is entitled to close out a futures or forward contract at any time prior to the expiration date. How this is done depends on the type of contract or stock exchange practice. The investor either sells the contract or agrees to an offsetting trade with identical terms. Concluding such an offsetting trade means that the obligations to deliver and receive the underlying assets cancel one another out. The market for standardised over-the-counter forwards is transparent and liquid. Hence, such contracts can normally be closed out without difficulty. However, there is no actual market for forwards which are individually agreed between the buyer and the seller. As such, such positions may only be closed out with the agreement of the counterparty. In the case of combinations, closing out the individual elements can considerably alter the risks inherent in the overall position. Given the large number of possible combinations, the Client should, before entering into any such Transaction, obtain independent advice so as to understand and be familiar with the particular risks involved. 9.4 If an investor does not close out the contract prior to the expiration date, the investor will have to settle the contract with the counterparty. If the Underlying is a physical asset, settlement is achieved by physical delivery or a cash payment. Generally, the asset is physically delivered. Only in exceptional cases do the contract provisions or stock exchange practice call for cash settlement. All other settlement specifications, including the definition of the place of settlement, can be found in the contract provisions. The difference between physical delivery and cash settlement is that with physical delivery, underlying assets amounting to the entire contractual value must be delivered whereas with cash settlement, only the difference between the agreed price and the market value on settlement needs to be paid. This means that an investor will require more funds available for physical delivery than for cash settlement. Bank Julius Baer & Co. Ltd., Singapore branch 65

70 If the Underlying is a reference rate or benchmark, settlement by physical delivery is not permitted except for currencies. Instead, settlement is always in cash. 9.5 For forward sales, the underlying asset must be delivered at the strike price agreed even if its market value has risen since the contract date. The seller thus risks losing the difference between the market value of the underlying asset and the agreed strike price. Theoretically, there is no limit to how far the market value of the underlying asset can rise and hence, potential Loss is unlimited and can substantially exceed the Margin requirements. If the seller does not hold the underlying assets at the outset of the forward sale contract, this is referred to as a short sale. The seller in such a case risks having to acquire the underlying asset at an unfavourable market value in order to fulfill his obligation to effect delivery on the expiration date. 9.6 For forward purchases, the buyer must take delivery of the underlying asset at the strike price agreed even if its market value has fallen since the contract date. The buyer s potential loss is thus the difference between the agreed strike price and the market value of the underlying asset. The maximum loss corresponds to the strike price. Potential losses can substantially exceed Margin requirements. 9.7 In order to limit price fluctuations, an exchange may set price limits for certain contracts. An investor should find out what price limits are in place before entering into forward or futures Transactions. This is important as closing out a contract can be much more difficult or even impossible if a price limit is reached. 10 RISKS OF FORWARD RATE AGREEMENTS A Client entering into a forward rate agreement contracts to pay or receive interest at an agreed rate over a period commencing at a future date regardless of the level of interest rates prevailing at that future date. For uncovered contracts, there is an unlimited interest rate risk, computed on the full amount(s) contracted. 11 RISKS OF INTEREST RATE SWAPS An interest rate swap is an agreement between two parties to make reciprocal payments over a specific period of time. The payments are determined by reference to a notional principal amount and fixed or floating rates of interest. Floating rates are typically based on some published index of market rates. The Client may be a receiver of fixed rates and payer of floating rates, or vice versa. In either case, movements in the referenced rates could have a significant impact on the Client s cash flow as well as on the cost of unwinding the swap position. For uncovered contracts, there is an unlimited interest rate risk, computed on the full amount(s) contracted. 12 RISKS OF SWAPS Different instruments may be swapped, resulting in an exchange of the source of future payment streams, and occasionally also an exchange of principal on commencement and/or maturity date (more frequently if the Transaction is an amortising swap). The risk that one of the parties to the swap will default or otherwise fail to perform its obligations is typically greater in swaps where both principal and income streams are exchanged. For uncovered contracts, there is a risk which is directly related to the risks of the different instruments swapped. It is important to note that these risks may not be offsetting in effect, and should be viewed instead in aggregate. 13 STRUCTURED PRODUCTS Structured products are formed by combining two or more financial instruments, including one or more derivatives, and may or may not be listed for trading on an exchange. Structured products may carry a high degree of risk and may not be suitable for many members of the public as the risks associated with the financial instruments may be interconnected. As such, the extent of Loss due to market movements can be substantial. Prior to engaging in structured product Transactions, the Client should understand the inherent risks involved. In particular, the various risks associated with each financial instrument should be evaluated separately as well as taking the structured product as a whole. Each structured product has its own risk profile and given the unlimited number of possible combinations, it is not possible to detail in this Risk Disclosure Statement all the risks which may arise in any particular case. The Client should note that with structured products, buyers can only assert their rights against the issuer. Hence, particular attention needs to be paid to issuer risk. The Client should therefore be aware that, quite apart from any potential Loss due to a fall in the market value of the underlying asset, a total loss of its investment is possible should the issuer default. Bank Julius Baer & Co. Ltd., Singapore branch 66

71 An investment in a structured product is not an investment in the underlying or referenced assets and investors have no rights in respect of any such underlying or referenced assets. However, the performance of the underlying or referenced assets will have a direct effect on the value of the product. The Client should note that the Bank may not have performed any investigation or review of the underlying or referenced assets and that no guarantee or warranty (whether express or implied) is given in respect of the performance of the underlying or referenced assets or the selection thereof. The tradability of a structured product depends on whether the issuer or a market maker is prepared to make a price. Even if they are, liquidity risks can still arise. If the market is not liquid, an investor runs the risk of having to either hold the financial instrument until the end of its term or sell it during the term at an unfavourable price. It can also be difficult or impossible to determine a fair price or even compare prices at all, as there is often only one market maker Capital protected products Structured products with a capital protection component often consist of an option combined with a fixed income instrument such as a bond. Where the product is capital protected, it means only that the income or other returns on the product may be affected by movements in the relevant underlying or referenced assets and that the principal amount will be repayable in full at maturity date. However, the principal amount may be protected only to a certain extent or upon fulfillment of certain conditions (for example, that no early termination event has occurred). The capital protection component is provided by the bond and determines how much is paid out as a fixed sum when the structured product matures. The Client should note that the capital protection can be well under 100% of the capital invested, depending on the product. The capital protection is also linked to the nominal value rather than the issue price or the secondary market price. Capital protection does not therefore mean 100% repayment of the purchase price for all products. Structured products with capital protection generally offer lower returns than direct investments in the Underlying as the capital protection costs money. The option or participation component determines how and to what extent the buyer benefits from price movements in the underlying asset. In other words, it establishes the buyer s potential return above the capital protection component. Some structured products with capital protection offer only a limited potential participation (structured products with a cap); some (without a cap) offer unlimited potential participation. Others require the market value of the underlying asset to touch, rise above or fall below a specific barrier before an investor can make a profit. The risks the option component entails correspond to those of other options or option combinations. Depending on the underlying asset s market value, it can expire without value. The market value of a structured product can fall below the level of its capital protection, which can increase the potential Loss on a sale before maturity. In other words, capital protection is only available if the buyer holds the structured product until maturity. The Client should review the terms and conditions of each product carefully to assess the extent of capital protection available. Provided that the buyer holds a structured product with capital protection till maturity, the maximum loss is limited to the difference between the purchase price and the capital protection. The buyer may also miss out on a profit due to the fact that full or partial repayment of the capital is guaranteed but no income (interest) is paid Structured Deposits Unlike traditional deposits, structured deposits have an investment element and returns may vary. The Client may wish to seek advice from a licensed or an exempt financial adviser before making a commitment to purchase this product. In the event that the Client chooses not to seek advice from a licensed or an exempt financial adviser, the Client should carefully consider whether this product is suitable for them. Structured deposits are not insured deposits for the purposes of the Deposit Insurance and Policy Owners Protection Schemes Act. If a structured deposit is not held to maturity, the Client may lose some or all of the principal amount invested. The Client should therefore not enter into a structured deposit unless the Client is able to hold it to maturity Yield enhancement products Structured products with yield enhancement consist of a fixed-income investment and an option (mainly on equities or currencies) and possibly a currency swap. This combination enables an investor to participate in the performance of one or more Underlyings (via the option component). However, these financial instruments offer no or only conditional capital protection. In the worst case scenario, an investor could lose the entire capital that the investor has invested. Bank Julius Baer & Co. Ltd., Singapore branch 67

72 The interest that is paid means that an investor will receive a higher return than with a direct investment if the price of the Underlying remains essentially unchanged. On the other hand, the investor will not benefit from the full potential return of the Underlying. If the market value of the Underlying rises, the investor will receive the stipulated interest and the nominal value on expiration. (Equally, the product may provide for a discount on the issue price.) If the market value of the Underlying rises sharply, the investor could possibly have earned a higher return on a direct investment. However, if the market value of the Underlying falls sharply, the investor will receive both the interest payment and the Underlying on expiration (unless the product offered a discount on the issue price). Many products with yield enhancement refer to several Underlyings. An investor will receive the security with the worst performance on expiration (either physically or in the form of cash) if the Underlying touches, rises above or falls below a pre-defined barrier during the term of the financial instrument. If the performance of the Underlying is negative, the financial instrument can trade some way below the issue price during its term even if the barrier is not touched, exceeded or undershot. In particular, in respect of basket equity-linked products with bull structure, the Client should note that the Client will be obliged to buy at the strike price (or suffer a financial loss with reference to) the worst-performing stock in the basket of linked stocks, if the final price of the worst-performing stock is below the strike price. The investor should therefore understand that the investor is exposed to the risks of the basket of stocks especially the stock having the worst performance. The level of interest rate is directly related to the level of the barrier. The nearer the barrier is to the market price of the Underlying on the day of issue, the higher the interest will generally be but the higher the risk that the barrier will be reached, and vice versa. Examples of yield enhancement products include the following: Synthetic covered options Synthetic covered options are based on the concept of duplicating traditional covered options. Both the purchase of the underlying asset and the writing of the call option are carried out synthetically using derivatives. The purchase price of a synthetic covered option is equal to the purchase price of the underlying asset, less the premium received for the sale of the call option and less the expected dividends until maturity. Hence, the synthetic covered option is sold more cheaply than its underlying asset. Synthetic covered options do not contain a hedge against losses in the market value of the underlying asset. However, by selling a call option or by calculating the return from the sale of a synthetic covered option, any loss in market value of the underlying asset is lower than it would be in the case of a direct investment. An example of a synthetic covered option is a dual currency investment ( DCI ). DCIs are exchange rate-related instruments that enable the buyer to obtain a higher return than on a money market instrument. When a DCI matures, the buyer will receive payment of principal and interest either in the primary or the alternative currency. If payment is in the alternative currency, the strike rate will be used for conversion. A DCI can be viewed as a bond combined with the grant of a short call option on the reference currency. If on maturity, the option is out-of-the-money, the buyer will receive the principal plus interest in the primary currency. On the other hand, if the option is in-the-money, the issuer of the DCI will exercise the call option and pay the holder of the DCI in the alternative currency. DCIs are suitable for buyers who wish to see a high return on their investments and accept the risk of repayment in the alternative currency at the strike rate. The higher the potential earnings, the greater the risk that payment will be made in the alternative currency at the strike price. By purchasing a DCI, an investor is giving the issuer of the DCI the right to repay the investor at a future date in an alternate currency that is different from the currency in which the investor s initial investment was made, regardless of whether the investor wishes to be repaid in this currency at that time. DCIs are subject to foreign exchange fluctuations which may affect the return of the investor s investment. Exchange controls may also be applicable to the currencies the investor s investment is linked to. The investor may incur a loss on the investor s principal sum in comparison with the base amount initially invested. The investor may wish to seek advice from a licensed or an exempt financial adviser before making a commitment to purchase a DCI. In the event that the investor chooses not to seek advice from a licensed or an exempt financial adviser, the investor should carefully consider whether DCIs are suitable for the investor. Early withdrawal or termination of a DCI by the investor may have the effect of reducing the expected return or reducing the amount of principal repayable. The investor will have to bear any costs and charges associated with the investor s early withdrawal or termination of such DCI. DCIs are not insured deposits for the purposes of the Deposit Insurance and Policy Owners Protection Schemes Act. Equity-linked notes Equity-linked notes ( ELNs ) may be viewed as combining a debt instrument with an option that allows a bull (rising), bear (falling) or range bet. The return on an ELN is usually determined by the performance of a single security, a basket of Securities or an index. A bull ELN combines a traditional deposit with the premium received from writing a put option on Bank Julius Baer & Co. Ltd., Singapore branch 68

73 the chosen Securities. If the value of these Securities falls to a level less than the strike price minus the premium received, the buyer will suffer a loss. The maximum potential loss could be the entire capital sum. A bear ELN combines a deposit with the premium received by selling a call option on the chosen Securities. Upon maturity, the amount that the issuer of a bear ELN will pay to the investor depends on the strike price and the market value of the Securities at maturity. Buyers of a bear ELN must feel comfortable with the risk of losing the entire capital invested in the event that the market value of the Securities is above the strike price. A range ELN combines a traditional deposit with the premium received by selling both a put option and a call option on the chosen Securities. The Client should also note that the return on investment of an ELN is pre-determined. As such, even if the Client s view of the direction of the underlying market is correct, it will not gain more than the specified amount. The Client should also note that there is no guarantee that the Client will derive any return on its investment in an ELN. In addition, there is a limited secondary market for outstanding ELN issues Participation products Structured products with participation enable an investor to participate in the performance of one or more Underlyings. However, they offer no or only conditional capital protection. In the worst case scenario, the investor could lose the entire capital that the investor has invested. If the participation product offers conditional capital protection, the risk is smaller than with a direct investment provided that the market value of the Underlying does not reach a specific barrier. If the market value of the Underlying touches, rises above or falls below the barrier, the investor will lose the capital protection. The risk of a structured product with participation is generally the same as that of the Underlying. Unlike with a direct investment, however, the investor does not receive voting rights and is not entitled to a dividend. Many products with participation refer to several Underlyings. The investor will receive the security with the worst (or sometimes best) performance on expiration (either physically or in the form of cash) if the market value of the Underlying touches, rises above or falls below a pre-defined barrier during the term of the financial instrument. The financial instrument can trade some way below the issue price during its term even if the barrier is not touched, exceeded or undershot. Moreover, the level of participation is directly related to the level of the barrier. If an investor has a higher risk tolerance when selecting the barrier, the investor will enjoy a higher participation. An example of a participation product is a synthetic certificate, which accords a right that either is based on several underlying assets or has a value derived from several indicators. This allows the Client to reduce the level of risk for a minimum of capital investment by achieving diversification over a broad range of investment opportunities or risk factors. Synthetic certificates are securitised and have a limited duration. The main types of synthetic certificates are index certificates, region certificates and basket certificates. Investments in index, region or basket synthetic certificates involve the same level of potential loss as a direct investment in the corresponding equities. Although synthetic certificates offer greater risk diversification as compared with a direct investment, this does not mean that the risk is eliminated and such risk may simply be transposed onto the market and sector risks. Further, unlike direct investment in equities, such synthetic certificates neither confer any voting rights nor entitle the Client to a dividend payment Leverage products Structured products with leverage enable an investor to achieve a leverage effect by investing less capital than a direct investment in the Underlying. This means an investor can benefit from short-term trends. Such products are suitable for shortterm speculation and also for strategically hedging a portfolio. Because of the leverage effect, an investor will need to carefully and regularly monitor the Underlying as structured products with leverage can experience a larger rise in profits but also a bigger loss than the Underlying. In the worst case scenario, the investor could lose the entire capital that the investor has invested Products used for financing or risk transfer Products used to transfer risk include credit and catastrophe derivatives. These are financial instruments where the underlying is an event such as a credit event (default of a loan or bond) or a natural disaster. Derivatives of this type can be used by the bearer of a risk to transfer it to others. Credit derivatives come in the form of swaps, options or hybrid financial instruments. Credit and catastrophe derivatives involve a liquidity risk. Often, such instruments cannot be sold before the end of their term as there is no market for them. Credit bonds securitise the risk and transfer them to third parties as credit-linked notes ( CLNs ), collateralised debt obligations ( CDOs ) and asset-backed Securities ( ABS ). As a result, the buyer takes on the risk associated with a loan portfolio. Bank Julius Baer & Co. Ltd., Singapore branch 69

74 Credit-linked notes An investment in a CLN can be compared to a direct investment in a floating rate note issued by the same entity. However, an investor in a CLN bears the credit risk of both the issuer of the CLN itself and of the underlying credit reference entities. In case of a credit event, the investor receives either a debt instrument (a bond or a loan) issued or guaranteed by the relevant credit reference entity or a cash settlement amount linked to the market price of such debt instrument following the relevant credit event. The term credit event is defined in broader terms than simply a bond default of the relevant reference entity. It can include, for example, an extension of the repayment date of a loan or a decrease in the rate of interest payable on such loan. Therefore, the holder of a CLN can suffer a loss due to a credit event even though a traditional bond default did not occur. This means that the probability of a credit event is higher than the probability of a bond default. In addition, a credit event might result in a CLN suffering a greater loss than the average loss suffered by bonds from that same reference entity as the issuer of the CLN generally has a wider choice of debt instruments to be delivered on a default and could choose to deliver the lowest priced debt instrument. This risk is mitigated in some structures through pre-defined recovery rates, for example, the loss in case of a credit event is fixed in advance. Further, a higher loss may occur as a result of a delivery of or valuation using a bond or loan with a maturity date longer than 100% of the investor s interest in the CLN. For instance, 90% of an investor s interest might be paid on the relevant redemption date, withholding the remaining 10% on deposit until a fixed period of time after receipt of audited statements following maturity of the CLN itself. However, major rating agencies are aware of both of these characteristics and incorporate them into their ratings of CLNs. The secondary market for CLNs is highly illiquid. An investor should therefore assume that the investor will not be able to sell a CLN before the end of its term. Collaterialised debt obligations CDOs are synthetic products based on an underlying basket or portfolio of credit assets, which can be bonds, loans and/ or credit default swaps. The CDO is usually divided into several tranches providing different levels of risk exposure to the basket of underlying credit assets. Commonly the most junior tranche is an equity tranche and the tranches then go up in increasing seniority and correspondingly higher credit ratings. Losses on the portfolio are borne firstly by the holders of the equity tranche and subsequently by the holders of the various tranches in order of seniority. The holder of a senior tranche only incurs a loss due to a relevant credit event if all the equity capital and the capital of the more junior tranches have been lost. Therefore non-equity tranches have some degree of protection against credit losses whereas the equity tranche and the more junior tranches represent a leveraged exposure to the underlying credit portfolio. Credit events on a small portion of the underlying portfolio can lead to a significant or total loss of the capital invested in the equity tranche and the more junior tranches. The value of any credit derivative can vary significantly before maturity depending on factors including the occurrence of credit events and the movement of credit spreads in the portfolio. Moreover, like any credit asset, the initial rating of any credit derivative can be upgraded or downgraded. A credit rating of a particular instrument reflects the (long-term) default risk of that instrument until it matures, not the short-term market risk. Before investing in a CDO, the Client should also look at the track record of the manager in charge of it. The manager will receive a performance-related bonus and will often have a holding in the CDO. If the portfolio is not run by a manager (a static portfolio), its composition remains unchanged throughout its term. In this case, the investor should pay special attention to the composition of the portfolio. Investors in a CDO should generally have a long-term investment perspective and the ability to hold the asset until maturity. Such instruments are generally illiquid even though a secondary market may emerge. Through these synthetic structures, the investor gains exposure to underlying credits sometimes not available through direct bond investments. Asset-backed Securities In ABS, risks (such as a range of receivables) are grouped together and transferred to a special purpose vehicle (an SPV ). The SPV finances this transaction by issuing Securities backed by a pool of assets or a portfolio. If the collateral is a mortgage, this kind of instrument is called a mortgage-backed security. The individual components of the portfolio would be unattractive or even unobtainable for individual investors. However, the composition of the portfolio makes it possible to combine together and sell a range of assets and risks. By grouping together different types of credit risk, different risk profiles can be created. Investors should note, however, that even if a pool or portfolio is created, lack of diversification can lead to a concentration of a risk. Bank Julius Baer & Co. Ltd., Singapore branch 70

75 As ABS are often issued by SPVs, which tend to be offshore companies, an investor should pay special attention to issuer risk and the quality of government supervision of such SPVs. 14 EXCHANGE TRADED NOTES Exchange Traded Notes ( ETNs ) is a type of unsecured, unsubordinated debt security issued by an underwriting bank, designed to provide investors access to the returns of various market benchmarks. The returns of ETNs are usually linked to the performance of a market benchmark or strategy, minus applicable fees. Similar to other debt Securities, ETNs have a maturity date and are backed only by the credit of the issuer. Investors can buy and sell ETNs on the exchange or receive a cash payment at the scheduled maturity or may early redeem the ETNs directly with the issuer based on the performance of the underlying index less applicable fees, with redemption restrictions, such as the minimum number of ETNs for early redemption, may apply. (d) (e) (f) (g) (h) (i) (j) Both ETFs and ETNs are linked to the return of a benchmark index. ETNs as debt Securities do not actually own any assets they are tracking, but just a promise from the issuer to pay investors the theoretical allocation of the return reflected in the benchmark index; ETNs may have no liquidity. There is no guarantee that the Client will be able to offload the Client s position at a time of the Client s choosing; Investors trading ETNs with underlying assets not denominated in local currencies are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the ETN price; In the event the ETN issuer defaults, the potential maximum loss could be 100% of principal invested, given the ETN is considered as an unsecured debt instrument; The value of an ETN may drop despite no change in the underlying index, instead due to a downgrade in the issuer s credit rating. Therefore by buying ETNs, investors get direct exposure to the credit risk of the issuer and would only have an unsecured bankruptcy claim if the issuer declares bankruptcy; There is no guarantee that investors will receive at maturity, or upon an earlier repurchase, investors initial investment back or any return on that investment. Significant adverse monthly performances for investors ETNs may not be offset by any beneficial monthly performances; Investors may have leveraged or unleveraged exposure to the underlying index, depending on the product feature. The value of ETNs can change rapidly according to the gearing relative to the underlying assets. The Client should be aware that the value of an ETN may fall to zero resulting in a total loss of investment; ETNs provide limited portfolio diversification with concentrated exposure to a specific index and the index components; The principal amount is subject to the periodic application of investor fee or any applicable fees which can adversely affect returns; and The issuer of ETNs may have the right to redeem the ETNs at the repurchase value at any time. If at any time the repurchase value of an ETN is zero, investors investment will expire worthless. 15 EXCHANGE TRADED FUNDS Exchange Traded Funds ( ETFs ) are generally designed to track the performance of certain indices, market sectors, or groups of assets such as stocks, bonds, or commodities. ETF managers may use different strategies to achieve this objective (including the use of derivatives), but in general they do not have the discretion to take defensive positions in declining markets. Investors must be prepared to bear the risk of loss and volatility associated with the underlying index/assets: Investors are exposed to the political, economic, currency, legal and other risks related to the specific country, sector or market relating to the ETF s underlying index. An ETF that invests in a single country or sector gives rise to concentration risk which should be taken into account. Like all investments, an ETF may be subject to tax imposed by the local authorities in the market related to the index that it tracks, emerging market risks and risks in relation to the change of policy of the reference market. ETFs with underlying index relating to emerging markets may be subject to a greater risk of loss than investments in developed markets due to, among others, greater political, economic, taxation and regulatory uncertainty Bank Julius Baer & Co. Ltd., Singapore branch 71

76 risks; (d) (e) (f) (g) (h) (i) (j) Investors may be exposed to tracking errors (i.e. the disparity in performance between an ETF and its underlying index/ assets), due to, for instance, failure of the tracking strategy, currency differences, corporate actions such as rights and bonus issues by the issuers of the ETF s underlying Securities, fees and expenses; Investors will not be able to purchase, nor will investors be able to sell, units on the relevant exchange during any period in which trading of the units is suspended. An exchange may suspend the trading of units whenever it determines that it is appropriate in the interests of a fair and orderly market to protect investors. The subscription and redemption of units may also be suspended if the trading of units is suspended; Where an ETF invests in derivatives (i.e. synthetic ETF) or by using total return swaps to replicate the index performance, investors are exposed to the credit risk of the counterparties who issued the derivatives, in addition to the risks relating to the index. Should the counterparty default or fail to honour its obligations, a synthetic ETF may suffer losses equal to the full value of the derivatives issued by such counterparty. Further, potential contagion and concentration risks of the derivatives issuers should be taken into account (e.g. since derivative issuers are predominantly international financial institutions, the failure of one derivative counterparty of a synthetic ETF or any adverse event affecting the performance of such counterparty may have a knock-on effect on other derivative counterparties of the synthetic ETF) as a result of which an ETF could suffer a loss substantially more than its expected exposure in the event of a single counterparty default. Some synthetic ETFs invest in financial derivatives issued by a number of different counterparties in order to diversify the counterparty risk concentration. However the more counterparties an ETF has the higher the mathematical probability of the ETF being affected by a counterparty default. If any one of the counterparties fails, the ETF may suffer losses; ETFs may be illiquid. Although most ETFs may be supported by one or more market makers, there is no assurance that active trading will be maintained. In the event that the market makers default or cease to fulfil their role, investors may not be able to buy or sell the product. A higher liquidity risk is involved if a synthetic ETF involves derivatives which do not have a secondary market or where price transparency is not easily accessible. These derivatives are also susceptible to more price fluctuations and higher volatility. Hence, they can be more difficult and costly to unwind early, especially when the derivatives provide access to a restricted market where liquidity is limited in the first place. The Client may suffer losses with a wider bid-offer spreads in the price of derivatives; Even where the Collateral is obtained by an ETF, it is subject to the Collateral provider fulfilling its obligations. The Collateral may not comprise any constituent Securities of the underlying index. The Collateral may also be concentrated in particular market(s), sector(s) and/or Securities issued by specific sovereign or public issuer(s) that may not be related to the underlying index. There is a further risk that when the right against the Collateral is exercised, the market value of the Collateral could be substantially less than the amount secured resulting in significant loss to the ETF; The creation and redemption of units of an ETF may only be effected through participating dealers. Participating dealers will not be able to create or redeem units during any period when, among other things, dealings on the relevant exchange are restricted or suspended, settlement or clearing of Securities through the clearing system is disrupted or the underlying index is not compiled or published. In addition, the number of participating dealers at any time may be limited, and there is a risk that investors may not be able to subscribe or redeem units freely; A synthetic ETF may be traded at a discount or premium to its NAV. This price discrepancy is caused by supply and demand factors, and may be particularly likely to emerge during periods of high market volatility and uncertainty. This discrepancy may also be observed for ETFs tracking specific markets or sectors that are subject to direct investment restrictions. Where the index/market that the synthetic ETF tracks is subject to restricted access, the efficiency in unit creation or redemption to keep the price of the ETF in line with its NAV may be disrupted, causing the ETF to trade at a higher premium or discount to its NAV. Investors who buy a synthetic ETF at a premium or sells when the market price is at a discount to NAV, may sustain losses; ETF may or may not fully replicate its underlying index and may hold non-index assets. The ETF manager s strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. In addition, the manager has absolute discretion to exercise unit holders rights with respect to the constituents of the ETF; Investors trading ETFs with underlying assets not denominated in local currencies are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the ETF price; Bank Julius Baer & Co. Ltd., Singapore branch 72

77 (k) (l) (m) The underlying index of an ETF is subject to fluctuations. Composition of and weightings in the underlying index may change. The price of the ETF units may rise or fall as a result of such changes. An investment in units will generally reflect the underlying index as its constituents change from time to time, and not necessarily the way it is comprised at the time of an investment in the units. In addition, there can be no guarantee that a particular ETF will at any given time accurately reflect the composition of the relevant underlying index; As an ETF manager is normally granted a license by each of the index providers to use the relevant underlying index, an ETF may be terminated if the relevant license agreement is terminated, or if the relevant underlying index ceases to be compiled or published. Further, a regulator reserves the right to withdraw the authorization granted to an ETF or impose such conditions as it considers appropriate and such withdrawal may make it illegal, impractical or impossible to continue an ETF. The subsidiaries and affiliates of an ETF manager may also play a role in the ETF which may give rise to potential conflicts of interest; and The index providers do not have any obligation to take the needs of the ETF manager or investors into consideration in determining, composing or calculating the relevant underlying index. The process and the basis of computing and compiling each underlying index and any of its related formulae, constituent companies and factors may at any time be changed or altered by the index providers without notice (whether oral or otherwise). Consequently, there can be no guarantee that the actions of an index provider will not prejudice the interests of the relevant ETF, manager or investors. 16 FUNDS INVESTING IN HIGH-YIELD BONDS The Client should pay particular attention to those funds that invest primarily in high-yield bonds as they will be subject to the risks associated with investments in bonds as described above and the NAV of a fund that invests in high-yield bonds may decline or be negatively affected if there is a default of any of the high yield bonds that it invests in or if interest rates change. The special features and risks of high-yield bond funds may also include the following: Capital growth risk - some high-yield bond funds may have fees and/or dividends paid out of capital. As a result, the capital that the fund has available for investment in the future and capital growth may be reduced; Dividend distributions - some high-yield bond funds may not distribute dividends, but instead reinvest the dividends into the fund or alternatively, the investment manager may have discretion on whether or not to make any distribution out of income and/or capital of the fund. Also, a high distribution yield does not imply a positive or high return on the total investment; and Other key risks that may relate to the relevant fund include concentration of investments in particular types of specialised debt or a specific geographical region or sovereign Securities. 17 NON-TRADITIONAL INVESTMENTS (INCLUDING ALTERNATIVE INVESTMENTS) Non-traditional investments include Alternative Investments. They may involve special risks and are suitable only for Clients who can bear a partial or total loss of their investment and undistributed profits. Non-traditional investments are generally highly speculative and the Client may lose all of the invested capital. Some non-traditional investments, including Alternative Investments, can create a very high degree of leverage through borrowing and the use of derivatives. Thus, even small market movements affecting individual or several financial or investment instruments can result in the total loss of assets. The suitability of non-traditional investments depend crucially on the overall portfolio, the investment horizon and the Client s risk capability. The Client should research thoroughly any investment decision and should not make an investment based solely on product brochures as non-traditional investments are associated with particular risks. This paragraph highlights certain additional risks which may be associated with non-traditional investments such as hedge funds or offshore funds. The Client acknowledges and agrees that the information in this Risk Disclosure Statement is not a complete statement of every risk that may attach to every investment in non-traditional investments, including Alternative Investments, and that each such investment has its own set of risks which will be fully described in the relevant Offering Document. The Client further acknowledges and agrees to read and understand the information under the heading Private Equity Investments in this Section 3 regarding private equity investments. Investments in non-traditional investments may typically involve exposure to some or all of the following risks: Bank Julius Baer & Co. Ltd., Singapore branch 73

78 17.1 Use of leverage Leverage is an integral part of the investment strategy of certain types of non-traditional investments. Leverage should be viewed as an overlay used to optimise the trade-off between risk and return. Hence, leverage is mainly associated with those styles that have relatively low exposure to market or duration risk, principally involving the use of arbitrage techniques. Leverage cannot be viewed in isolation, but has to be considered in conjunction with all the risks inherent in a Transaction. Consequently, in relatively higher risk styles such as emerging markets where there is less opportunity to lay off risk through the futures markets or short selling, leverage, if used, is normally used sparingly. Leverage therefore has to be evaluated relative to the investment style and the steps that a manager is taking to lay off various risks. Excessive leverage relative to the investment style should be avoided. Overall, the leverage of a fund has to be tightly monitored because of the influence it has on the rapidity with which changes in market, credit and liquidity risk can feed through to the value of a fund Use of derivatives The use of derivatives is an integral part of the relatively low risk styles that use arbitrage and which typically aim for an absolute return with low levels of volatility. It is precisely through the use of derivatives as a risk management tool that issuers, investment managers and/or investment advisers of non-traditional investments are able to isolate and hedge against unwanted risks, thus enabling perfect capture of the identified inefficiency between two related Securities. In effect, the issuer, investment manager or investment adviser of non-traditional investments may use derivatives rather like a type of insurance to protect individual Transactions from specific market dynamics such as interest rates, credit risk and equity market risk, depending upon the exact nature of the inefficiency the investment style seeks to capture. The issuers, investment managers and investment advisers (as the case may be) of non-traditional investments has to exercise skill in terms of isolating the risks and judging to what extent they should be hedged out of a Transaction. A prudent fund issuer, investment manager and/or investment adviser of non-traditional investments will assess the appropriate balance between risk and return depending upon market conditions and the degree of volatility expected. On occasions during severe market shocks, the stress level that individual Transactions are designed to withstand may be exceeded, resulting in unanticipated losses. Owing to the asymmetrical risk profile of derivative Transactions relative to the underlying investments over which they are written, combined with the use of leverage, the degree of loss can be much greater than that associated with the underlying investment. As a result, this can give rise to negative outliers as described below Use of short selling Short selling involves the sale of Securities that the issuer or investment manager does not own and therefore have to be borrowed for delivery to the purchaser, with a corresponding obligation to the lender to replace the Securities at a later date. Short selling allows investors to profit from declines in market prices to the extent that transaction costs and borrowing costs are exceeded. Non-traditional investments often use short selling to reduce their net exposure to the market (this being the sum of their long and short positions) and to profit from the anticipated decline in the price of a security. An appreciation of a short position results in a loss. Purchasing Securities to close out short positions can itself cause the price of the Securities to rise further, thereby exacerbating the loss. Critically, the running of a short position normally gives rise to unlimited liability because there is no maximum upside price for a security which has ultimately to be covered. For this reason, fund managers tend not to disclose their existing book of short positions either to investors or to the market and tend to manage their short positions with very tight risk controls in place Manager risk Non-traditional investments rely heavily on the investment manager s skill and judgment to generate investment returns. In some cases, individual funds may rely on the skills of just one, or a very small group of, key individual(s). The incapacity or defection of such individual(s) may have a material effect on performance. This is symptomatic of the non-traditional investments industry as a whole, where performance and reputation rest with individuals rather than institutions Liquidity risk Many of the investment techniques used in the non-traditional investments industry involve investment in illiquid financial instruments or investments which are subject to legal or other restrictions on transfer. Therefore, selling a non-traditional investment position may only be possible periodically or on certain dates after a notice period of several weeks, for example on specific dates four times a year. The payment of sales proceeds may be subject to bid/ask spreads compared to the NAV of the investment. Bank Julius Baer & Co. Ltd., Singapore branch 74

79 The Client acknowledges the long-term nature of some non-traditional investments, including Alternative Investments. In particular, the Client understands and accepts that some of these investment instruments may not be listed on a stock exchange or other organised market or may only be terminated periodically or on certain dates. Additionally, the relevant provisions may also require a notice period to be observed, lasting possibly several weeks or months, and may also provide for deferred payment and payment subject to bid/ask spreads compared to the NAV of such investment instruments. All of the above can delay the availability of any sale proceeds Funding liquidity risk Funding liquidity is critical for an issuer and/or a manager of non-traditional investments to be able to continue trading during times of financial stress. Adequate funding liquidity gives an issuer and/or a manager of non-traditional investments the ability to continue a trading strategy without being forced to liquidate assets or close out positions when losses arise. If an issuer and/or a manager of non-traditional investments fail to maintain sufficient funding headroom during potential periods of financial stress, there is a much greater risk that positions will have to be closed out at a loss Counterparty credit risk An issuer and/or a manager of non-traditional investments must establish policies and procedures to track and manage exposure to concentrations of credit risk with particular counterparties, especially where concentrations exist in particular economic or geographic regions. Management of credit risk includes identifying counterparties which are acceptable based on analysis of their creditworthiness and continuous monitoring of their creditworthiness. The Client further acknowledges and agrees that, until final settlement, payments for non-traditional investments may not earn interest nor enjoy adequate protection against their receivers insolvency. Such risk as well as any other counterparty risk shall be borne solely by the Client at the exclusion of the Bank Redemption risks Lock-up periods/early redemption penalties Most non-traditional investments, including Alternative Investments, are subject either to lock-up periods or redemption penalties if redeemed within a certain period of time. Lock-up periods lasting several years are not unusual. This is due to the relatively illiquid investments undertaken which tend to be subject to a longer-term investment view. An issuer and/ or manager of non-traditional investments would be precluded from undertaking such investments without a sufficiently stable capital base. NAV cannot be determined until after investment decisions are taken The NAV of a non-traditional investment is usually not known at the time when an investor commits to invest or redeem their investment. This is because a notice period is normally required prior to investment and redemption actually occurring. Therefore the NAV cannot be calculated until after the investment has been made or redeemed. Compulsory redemption The fund may have powers to compulsorily redeem all or any portion of an investor s holding of shares at any time and for any reason upon short notice. (d) Partial retention of interests until receipt of audited statements The complexity of the underlying investments held in a non-traditional investment instrument results in a potential need to make adjustments to the NAV following receipt of audited statements. Consequently, some non-traditional funds withhold a part of an investor s interest in a fund if they elect to redeem 100% of their interests. For example, 90% of an investor s interest might be paid on the relevant redemption date, with the remaining 10% held on deposit until a fixed period of time after receipt of audited statements following the fiscal year end for the fund. Therefore, if the fiscal year end of a fund were December and a redemption notice for 100% of an investor s interest were posted for a redemption date in March, then only 90% of the redemption proceeds might be paid on the March redemption date. The 10% balance of the redemption proceeds would be placed on deposit in March and would not be returned to the investor until, say, the following April (i.e. 13 months later), to allow sufficient time for the receipt of audited statements after the December fiscal year end. Bank Julius Baer & Co. Ltd., Singapore branch 75

80 17.9 Potential conflicts of interest The interests of the investors may be inconsistent in some respects with the interests of the investment manager and/or the investment adviser to the non-traditional investment. The investment manager and/or the investment adviser may serve as investment manager or adviser to other clients, including clients whose accounts invest in the same or similar Securities as the non-traditional investment, and may provide investment banking or advisory services to other persons or entities. As a result, the investment manager and the investment adviser may have conflicts of interest in allocating their time and activity between the fund and other clients and in allocating investments among the fund and other entities. Simultaneous portfolio Transactions in the same Securities by the non-traditional investment and the other clients of the investment manager and/or investment adviser may tend to decrease the prices received and increase the prices paid by the fund for its purchases and sales of such Securities Information risk The non-traditional investments industry is largely unregulated and the availability, quality and flow of information is significantly less than that for traditional investment products. Investors are not always informed about planned strategies and changes to them, or even changes of portfolio manager. It is often for good reason that information is withheld since non-traditional investments are operating in an environment where inefficiency of the markets is critical to maintain investment returns. Fund managers may seek to protect their competitive edge or particular insights by deliberately not disclosing full information about their activities, even to their own investor base. Given the nature of non-traditional investments, including Alternative Investments, the valuation of the investments (intrinsic value, NAV) may differ from an investment with a market value and in some cases may not be very transparent or may not be possible at all Downside risk Many non-traditional investments (including Alternative Investments) use investment techniques that effectively decouple their investment performance from that of the underlying markets, resulting in reasonably stable absolute investment returns with levels of volatility much lower than those achievable using traditional investments with comparable investment returns. However, there are degrees of economic stress beyond which such investment techniques will no longer deliver consistent performance, resulting in extreme negative performance outliers. This may arise because of the asymmetrical risk profile associated with investments using derivatives, which is then magnified through the use of leverage. The economic conditions that give rise to such outliers can come about rapidly and include widening credit spreads (increased risk premiums demanded by investors in corporate and sub-investment grade bonds over and above government bonds), falling liquidity and rising interest rates Legal, tax and regulatory risks Country risks and risks associated with different legal systems should be taken into account when investing in non-traditional investments. Non-traditional investments often have offshore domiciles which are subject to less stringent legislation and supervision and therefore offer less protection to investors. Investors may find it difficult to enforce their rights and problems and delays may occur when settling buy and sell orders for units of such funds. Legal, tax and regulatory changes affecting nontraditional investments may be introduced with little or no warning. Non-traditional investments take advantage of the prevailing regulatory environment by undertaking investments and using aggressive strategies and techniques that are often not accessible to regulated funds and investments. This can often distort the markets and allow non-traditional investments to take advantage of pricing anomalies that result. A change in the regulatory environment may limit the scope of issuer, investment managers and/or investment advisers of non-traditional investments to take advantage of pricing inefficiencies. More critically, a change in regulations may affect the ability of an issuer, a manager and/or an investment adviser to continue trading and could potentially prevent them from exiting existing investments, thus giving rise to Loss. Investors in non-traditional investments should consider their own tax treatment in terms of gains and losses resulting from such investments Settlement risks The settlement of non-traditional investments is complex and not standardised. Modalities or settlement cycles of non-traditional investments may be modified at any time. Offering Documents must be completed and received by the issuer, investment manager or administrator (as the case may be) of the non-traditional investment on time; otherwise settlement may be seriously delayed. Many non-traditional investments may require an advance payment be made to the fund prior to the purchase, a practice which significantly increases settlement risk. Similar risks arise in the redemption process if the delivery of the Securities precedes repayment. The Client acknowledges that some non-traditional investments, including Alternative Investments, reserve the right to make in kind distributions instead of cash distributions. Bank Julius Baer & Co. Ltd., Singapore branch 76

81 17.14 Other risks The negotiability of some non-traditional investments, including Alternative Investments, can be very restricted. Non-traditional investments are often issued and redeemed on a periodical basis only, for example, every calendar quarter or semi-annual and may involve early redemption fees; the investments may also be subject to fixed holding periods which in some cases can extend to several years. Thus, any investor wishing to sell a non-traditional investment must find a buyer in the absence of a marketplace. In addition, there are many transfer restrictions on non-traditional investments. Thus, non-traditional investments are generally illiquid and should be made as long-term investments only. They are often international in nature and subject to currency risks. 18 INVESTMENTS LINKED TO REAL ESTATE Investments in real estate such as residential housing, office buildings and retail properties are generally made through investment funds or publicly traded investment companies, providing a certain degree of diversification. Exposure to real estate generally reduces portfolio volatility and serves as a hedge against inflation. Liquidity and tradability of investments linked to real estate can vary a great deal. Underlying real estate investments are usually illiquid and it may not be possible to realise an adequate market value of the underlying investment at short notice. Publicly traded investment companies and open-ended investment funds investing in real estate generally have a daily market. On the other hand, real estate investments such as closed-end funds may provide liquidity only monthly, quarterly, or annually and holding periods may last several years. Some real estate investments may have elements of private equity investments. Leverage applied may translate a movement in the market into a major gain but any loss will also be magnified sharply. 19 PRIVATE EQUITY INVESTMENTS Private equity is a form of risk capital financing for companies that either are not exchange-listed or occasionally wish to delist. Investments are usually made at an early stage in a company s development, when its chances of success are uncertain and the risks are therefore high. Where private equity flows into young companies (start-ups) or small companies with growth potential that are at an early stage in their development, the term venture capital is also used. Private equity now extends to risk capital made available to a company immediately before it goes public (late-stage financing or mezzanine financing). Normally, the financing is constructed in such a way that the proceeds of the initial public offering are used to wholly or partially redeem the holdings of the shareholder entrepreneurs. If a change of ownership is financed, for example, in the case of a delisting, the term buyout is customarily used. The success of a private equity investment depends on the correct timing of the exit or sale and especially with indirect investments via a fund on the quality of the private equity manager. The exit can be effected by going public (an initial public offer), a sale to another company (a trade sale) or to another private equity fund (secondary sale) or a management buyout. The choice of solution will depend largely on the market conditions prevailing at that time. How easy or difficult the exit phase is and whether the proceeds meet expectations will depend on factors such as the performance of the equity markets. Private equity investments typically carry the following risks: 19.1 No assurance of investor return Performance, particularly as the nature of any investment environment is constantly changing, resulting in private equity managers having to operate in new geographic areas and fields of expertise, varies at different stages of the economic cycle. In particular, there is often strong competition to acquire portfolio companies during a cyclical upturn, whilst it may be difficult to make divestitures during a cyclical downturn. Companies that are potential candidates for private equity investments tend to have high levels of borrowing and are therefore more sensitive than established companies to negative market developments such as rising interest rates. There is also a greater danger of the company becoming insolvent than with listed companies. Considerable losses, or even a total loss, may occur if the portfolio company is wound up or declared insolvent or if a project undertaken by the portfolio company (which typically involves higher risks as a trade-off for higher returns) fails. A change of management in a young company where the personality of the individual(s) occupying key functions is a particularly important factor can also have a highly detrimental effect on a private equity investment. Bank Julius Baer & Co. Ltd., Singapore branch 77

82 19.2 Liquidity Private equity investment instruments in the form of limited partnerships or companies typically have a term of seven (7) to fifteen (15) years. An investor should be aware that his capital will be tied up, either completely or with access subject to restrictions, for a considerable period. No distributions are made prior to exit from investments and investors do not normally have any entitlement to exit early. Investors should note that there is no recognised secondary market in private equity investments. As a result, once the commitment has been made to invest in a private equity investment, the penalty for failure to honour the commitment (which will usually require payments over a number of years) can be extreme, up to and including complete forfeiture to any rights to monies already invested in a private equity investment. Investors should be mindful of the notice period required for draw downs (which may be as short as seven (7) days) and should make sure that sufficient liquid funds are set aside to meet the same Liquidity of the underlying portfolio of investments Private equity funds generally invest in unlisted companies. Private equity investments may be realised in several ways, such as through a trade sale to an industrial buyer, a listing in the public markets or a recapitalisation. Divestitures can often be delayed for legal or regulatory reasons and many stock exchanges impose a lock-up period for strategic investors following a floatation. This may result in the proceeds from a company that has been floated being significantly less than the floatation price should the value of the stock fall in the open market Legal, tax and regulatory risks Private equity funds often have offshore domiciles which are subject to less stringent legislation and supervision. This means that investors may be exposed to more risks, for example, due to lack of transparency. Legal, tax and regulatory changes affecting such funds may be introduced with little or no warning. This may not only potentially limit the scope of the funds operations, but may also affect the funds ability to divest portfolio companies. Clients with private equity investments should consider their own tax treatment in terms of gains and losses resulting from the investment in such instruments. 20 PRECIOUS METALS AND OTHER COMMODITIES Commodities are physical goods that are produced via agriculture and mining, for example, and standardised for use as the Underlying of a Transaction. Derivatives on commodities such as energy sources, precious and other metals and agricultural products are traded on futures markets. Contractual agreements allow investors to buy or sell futures linked to the performance of a particular commodity. This means that investors can buy a standardised amount of a commodity at a specific time in the future at a specific price. The most common way in which private individuals invest indirectly in commodities is via structured products. There are other alternatives, such as commodity swaps and options, that are not listed for trading on an exchange. These are traded directly between the parties concerned and are tailor-made products. With commodity futures, an investor may receive physical delivery of the commodity concerned on expiration, while structured products normally provide for cash settlement. If an investor prefers cash settlement, the investor will have to sell the futures before their expiration date. Such products are therefore more risky than, for instance, equities or collective investments. Prices of commodities are influenced by a number of factors. These include the relationship between supply and demand, climate and natural disasters, state programmes and regulations, national and international events, state intervention, embargoes and tariffs, movements in interest and exchange rates, trading in commodities and the corresponding contracts and provisions relating to monetary policy, trading, fiscal and currency controls. These variables can lead to additional investment risks. Commodities investments are more volatile than conventional investments and yields on commodities can collapse at short notice. The volatility of commodity prices also affects the value, and hence the price, of a futures contract based on such commodities. If market activity is limited, a contract can become illiquid. Depending on how the yield curve moves, such illiquidity can lead to significant price changes. This is a typical feature of commodities. 21 SECURITIES LENDING Securities lending allows the investor (as a lender of Securities) to make available to the borrower (the Bank) the investor s Securities for a specified or unspecified period against a commission. The investor is entitled to reclaim the lent Securities at any time. The investor, as lender, makes available for Securities lending all Securities which are contained at present and which Bank Julius Baer & Co. Ltd., Singapore branch 78

83 will be contained in the future in its safekeeping account, provided such Securities are eligible for lending. The ownership of the Securities (including rights connected thereto) and any claims attached to the Securities pass to the Bank at the time of lending. The investor, as lender, acquires from the Bank a contractual right to reimbursement of Securities of the same type, quantity and quality as those lent. When re-lending, the Bank will in its own name sign a Securities lending agreement with a third-party borrower and the Bank acts in its own name and for its own account. If the third-party borrower does not return the Securities to the Bank in time, the Bank must acquire them on the market. Investors bear the counterparty risk of the Bank. If bankruptcy proceedings were to be instituted against the Bank, the investor s right to reimbursement would be converted into a monetary claim of corresponding value and would be treated as an ordinary claim against a bankruptcy estate (analogous to account deposits). Although the assets are transferred to the Bank when the ownership of the Securities on loan passes to the Bank, the investor, as lender, can issue individual instructions with regard to exercising rights arising from capital market transactions (such as subscription rights, option and conversion rights) in relation to these Securities. In addition, all income accruing on the Securities lent will be credited to the investor as if the Securities had not been lent. However, the investor can only exercise membership rights if it had requested in time for the return of the respective Securities, or if it had instructed the Bank to exclude such Securities from Securities lending. 22 MARGIN TRADING The risk of loss in financing a Transaction by deposit of Margin (or Collateral) is significant. The Client may sustain Loss in excess of its cash and any asset (including Assets) deposited as Margin (or Collateral) with the Bank. Market conditions may make it impossible to execute contingent orders, such as stop-loss or stop-limit orders. The Client acknowledges that it may be called upon to make additional Margin deposits (or Collateral) or interest payments immediately on demand (whether such demand is made orally or otherwise) without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment (where applicable) and/or to make such additional Margin deposits (or Collateral) or interest payments, and that, without prejudice to any other rights of the Bank, if the required Margin deposits (or Collateral) or interest payments are not made immediately, the Client s Margin (or Collateral) may be liquidated at a price which the Bank deems appropriate in the circumstances without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person. The Client further acknowledges that it will remain liable for any resulting deficit in its Account and interest charged on its Account, and the Bank shall be entitled to recover from the Client any Loss suffered or incurred by the Bank without prejudice to any other rights which the Bank may have against the Client. The Client should therefore carefully consider whether such a financing arrangement is suitable in light of its own financial position and investment objectives. 23 DERIVATIVES Investing in derivatives involves high risk. Some derivatives may be listed for trading on one or more exchanges. Before the Client transacts any derivatives, whether exchange-traded or not, the Client should ensure that the Client understands the nature of the derivatives and read in detail the full details and risk factors set out in the relevant Offering Documents and, where necessary, seek independent financial, tax, legal or other advice before the Client invests in any of these investment products. Without limiting the generality of the foregoing, transacting derivatives may involve risks such as, without limitation: (d) Counterparty credit risk - a loss may be sustained as a result of the failure of a derivative counterparty to comply with the terms of the derivative contract; Liquidity risk - if a derivative Transaction is particularly large or if the relevant market is not liquid, it may not be possible to initiate a Transaction or liquidate a position at an advantageous price; Market risk - where the value of the underlying asset of a derivative instrument changes, the value of the derivative instrument will become positive or negative, depending on the performance of the underlying asset; and Leverage risk - many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, rate or index can result in a loss substantially greater than the amount invested in the derivative itself. The Client should ensure that the Client fully understands the potential risks and determine that they are appropriate given the Client s circumstances in terms of the Client s investment objectives, investment experience, financial circumstances and other relevant circumstances. In particular and without limiting the generality of the foregoing, the following risk warning applies in respect of any Transaction involving structured products, exchange-traded products, fixed income Securities and investment funds with embedded derivatives: Bank Julius Baer & Co. Ltd., Singapore branch 79

84 WARNING: This is an investment product involving derivatives and the Client should not invest in it unless the Client fully understands and is willing to assume the risks associated with it. If the Client is in any doubt about the risks involved in the product, the Client may clarify with the intermediary or seek independent professional advice. 24 DERIVATIVE RELATED UNIT TRUSTS Some unit trusts may invest in financial derivative instruments such as options, futures, warrants, swaps, forward contracts, with an aim to reduce risks or costs or to generate additional capital or income, or generate a certain payoff structure in order to meet the investment objectives of the fund. Investing in derivative related unit trusts therefore may involve additional risks associated with derivatives, such as but without limitation, counterparty credit risk, leverage risk, market risk and liquidity risk, which may lead to higher volatility to the NAV of the unit trusts, and expose the unit trusts to potential significant losses. 25 CALLABLE BULL/BEAR CONTRACTS Callable Bull/Bear Contracts ( CBBCs ) are structured products that track the performance of an underlying asset. They are issued either as bull or bear contracts with a fixed expiry date, allowing investors to take bullish or bearish positions on the underlying asset. The price movement of a CBBC should correlate with the movement of the price of the underlying asset. (d) (e) (f) (g) (h) (i) CBBCs have an intraday knockout or a mandatory call feature. A CBBC will cease trading when the underlying asset value equals the mandatory call price/level as stated in the listing documents. The Client will only be entitled to the residual value of the terminated CBBC as calculated by the product issuer in accordance with the listing documents. The residual value can be zero, and the Client may lose all of the Client s investments in the CBBCs. The Client should exercise extra caution when a CBBC is trading close to its call price; CBBCs may have no liquidity. Although CBBCs have liquidity providers, there is no guarantee that the Client will be able to offload the Client s position at a time of the Client s choosing; CBBCs constitute general unsecured contractual obligations of the issuer and of no other person. The Client relies on the creditworthiness of the issuer and, if applicable, the guarantor. In the event that the issuer or, if applicable, the guarantor defaults, investors may sustain a total loss of investment. The Client will have no rights under derivative warrants against any company which issues or comprises the underlying asset of the relevant issue of warrants or the sponsor of any underlying asset that is an index; The issue price of a CBBC includes funding costs. Funding costs are gradually reduced over time as the CBBC moves towards expiry. The longer the duration of the CBBC, the higher the total funding costs. In the event that a CBBC is called, investors will lose the funding costs for the entire lifespan of the CBBC; Investing in CBBCs is not the same as investing in the underlying asset or having a direct investment in the underlying asset, the Client will not be entitled to have voting rights, rights to receive dividends or distributions or any other rights under the underlying assets; Investors should recognize the complexities of using CBBCs to hedge against market risk associated with investing in an underlying asset. The issuer or sponsor of the underlying asset will have no involvement in the offer and sale of CBBCs and no obligation to the investors in such CBBCs. In addition, their decisions on corporate actions may have adverse impact on the value and market price of CBBCs; Investors trading CBBCs with underlying assets not denominated in the currency of the Client s home jurisdiction are exposed to exchange rate risk. Currency rate fluctuations can adversely affect the return of the Client s investment; Assuming all other factors held constant, the value of CBBCs will decline over time. If the Client holds CBBCs until expiry and no mandatory call event occurs during the observation period, the cash settlement amount payable upon exercise at expiry will depend on how much the closing price or level of the underlying asset is above (in case of bull CBBCs) or below (in case of bear CBBCs) the strike price or exercise price. The cash settlement amount may be substantially less than the Client s initial investment in the CBBCs and may sustain a total loss of investment; and The values of CBBCs at any time prior to expiry are governed by a number of factors, such as the time left till expiry, the price or level of the underlying asset compared with the exercise price or strike level of derivative warrants, the volatility of the underlying asset, market interest rate movements, credit quality of the issuer and the guarantor etc. There is no assurance that a change in value or market price of CBBCs will correspond in direction or magnitude with the change in Bank Julius Baer & Co. Ltd., Singapore branch 80

85 price or level of the underlying asset. The Client is warned that prices of CBBCs may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. 26 RENMINBI ( RMB ) SERVICES RMB currently is not a fully and freely convertible currency. Dealing in RMB and provisions of RMB services through or by the Bank is subject to certain policies or other restrictions (e.g. by the government of Mainland China) relating to the aforesaid feature of RMB and also the relevant regulatory requirements in any other relevant jurisdictions and accordingly may be amended or subject to change from time to time without notice (whether oral or otherwise). As a result, in addition to risks that would be associated with other foreign exchange Transactions, RMB Transactions may be subject to additional foreign exchange risk and/ or liquidity risk pursuant to such exchange controls. Without limiting the generality of the foregoing, investing in RMB denominated Securities may involve, without limitation, the following risks: (d) (e) (f) (g) (h) (i) Currency risk - currency conversion costs, being the spread between buying and selling RMB, for conversion between other currencies and RMB will be incurred during the purchase and sale of RMB Securities. In addition, investors may not be able to convert an amount of RMB from/to another currency at a preferred time and/or preferred amount (e.g. as a result of limit on conversion) - hence the Client may have to allow time for conversion of RMB from/to another currency of an amount exceeding the daily limit - or at all, which may lead to investment losses; Liquidity risk - in light of exchange controls over RMB and the fact that RMB denominated Securities is at a development stage, there can be no assurance that investors of RMB denominated Securities will be able to dispose of their Securities at prices, in the amounts and at the times at which they would wish to or which they may otherwise be able to do in respect of SGD denominated Securities listed on Singapore Exchange Securities Trading Limited. There is a possibility that RMB denominated Securities may incur significant losses in liquidating the underlying investments especially if such investments do not have an active secondary market and their prices have large bid/offer spreads; Market risk - Securities prices will fluctuate over time and therefore investment in such Securities may suffer a loss even if RMB appreciates against other currencies; Interest Rate risk - RMB products which are, or may invest in, RMB debt instruments are susceptible to interest rate fluctuations, which may adversely affect the return and performance of the RMB products; Counterparty risk - to the extent that the RMB Securities invest in RMB debt instruments not supported by any Collateral or Margin, such products are fully exposed to the credit risk of the relevant counterparties. Where a RMB product invests in derivative instruments, counterparty risk may also arise as the default by the derivative issuers may adversely affect the performance of the RMB product and result in substantial loss; Limited availability of underlying investments denominated in RMB - RMB products that do not have access to invest directly in Mainland China have limited choices of underlying investments denominated in RMB outside Mainland China. Such limitation may adversely affect the return and performance of such RMB Transactions; Losses relating to early redemption early redemption of RMB products with a long period of investment before the maturity date or during the lock-up period (if applicable) may incur a significant loss of principal where the proceeds may be substantially lower than a Client s invested amount. Clients should take note of the early surrender/withdrawal fees and charges as well as the loss of bonuses (where applicable) as a result of redemption before the maturity date or during the lock-up period; Possibility of not receiving RMB upon redemption - RMB products with a significant portion of non-rmb denominated underlying investments may not receive the full amount in RMB upon redemption. This may be the case if the issuer is not able to obtain sufficient amount of RMB in a timely manner due to the exchange controls and restrictions applicable to the currency; Additional risks associated with leveraged trading leveraging heightens the investment risk by magnifying prospective Loss. The Client may be required to place additional Collateral or Margin immediately on demand (whether such demand is made orally or otherwise) without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment (where applicable) and/or to place such additional Collateral or Margin and the Client s Collateral or Margin may be liquidated immediately without notice (whether oral or otherwise) to Bank Julius Baer & Co. Ltd., Singapore branch 81

86 the Client, any Security Party and/or any other person. The Client should understand the risk that market conditions may make it impossible to execute contingent orders, such as stop-loss orders. In addition, the Client should be reminded of the exposure to interest rate risk, and in particular, that cost of borrowing may increase due to interest rate movements; and (j) Projected returns are not guaranteed unless otherwise stated, illustrative returns of the RMB Securities are not guaranteed and such illustrations are based on certain assumptions which are speculative and for illustration purposes only (e.g., any future bonus or dividend declaration). RMB products which are not denominated in RMB or with underlying investments which are not RMB-denominated will be subject to multiple currency conversion costs involved in making investments and liquidating investments, as well as the RMB exchange rate fluctuations and bid/offer spreads when assets are sold to meet redemption requests and other capital requirements (e.g. settling operating expenses). 27 OTHER TRANSACTIONS AND COMBINATIONS Combinations are referred to when at least two different instruments either in identical or different classes are bought and/or sold (written) at the same time. By closing or exercising individual parts of a combination Transaction, the risks involved can materially change. Given the broad range of possible Transactions and combinations, the Client should, before executing such Transactions or putting combination strategies into operation, obtain independent advice so as to understand and be familiar with the specific risks involved. 28 PRICING RELATIONSHIPS For financial derivative Transactions and non-listed financial instruments such as futures and options, the normal pricing relationships between the underlying instruments and the financial derivatives may not exist in certain circumstances, in particular in combined or structured Transactions. The absence of a common or market reference price may make it difficult, if not impossible, for the fair value of a Transaction to be assessed independently. Whilst the Bank will provide periodic mark-tomarket valuations to the Client, the Client acknowledges and agrees that the Bank s determination of the value of a Transaction in accordance with its normal practices from time to time shall be conclusive and binding. The Bank does not make any representation as to the accuracy or completeness of the valuations for Transactions and does not accept liability for any Loss arising from the use thereof. Because the prices and characteristics of over-the-counter Transactions are individually negotiated and as there is no central source for obtaining prices, there are inefficiencies in transaction pricing. The Bank consequently cannot and does not warrant that the Bank s prices or the prices the Bank secures for the Client are or will at any time be the best price available to the Client. The Client acknowledges and agrees that the Client shall not have any access to and shall not query or require further particulars of the mode of calculation adopted by the Bank. 29 EXCHANGE TRADED INSTRUMENTS AND THE IMPACT OF ELECTRONIC TRADING For Transactions involving underlying contracts or instruments which are traded on stock or futures exchanges, disruption of the normal market operations or conditions of such exchanges and/or the rules of operation of such exchanges (for example, discretion on the part of the exchange to suspend or limit trading of certain contracts or instruments under certain market conditions) may increase the risk of loss by making it difficult or impossible to close out the Transactions or liquidate positions. If the Client has sold options, this may increase the risk of loss. The Client shall also note that under certain circumstances, the specifications of outstanding contracts (excluding the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest. In addition, normal pricing relationships between the underlying interest and the futures contract, and the underlying interest and the option, may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to ascertain fair value. Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. Transactions which are supported by electronic trading facilities are vulnerable to temporary disruption or failure of the electronic trading systems of the exchanges, the Bank and/or its Agents, which can result in disruption of trading activities at the exchanges, the Bank and/or its Agents. Further, for Transactions in which the underlying contracts or instruments are supported by electronic trading facilities at the exchanges, for example, computer-based component systems for Bank Julius Baer & Co. Ltd., Singapore branch 82

87 order-routing, execution, matching, registration or clearing of trades, any temporary disruption or power/system failure of such electronic trading facilities could result in a disruption in the trading activities at the exchange and an unavailability of reference prices for the relevant Transaction. In such circumstances, the Client s order may not be executed according to the Client s Instructions or at all, which may lead to Loss to the Client. The Client s ability to recover its Loss may be subject to limits on liability imposed by the exchanges. It is likely that such Loss will not be recoverable from the relevant exchange as the rules thereof invariably exempt the exchange from such liabilities. 30 OFF-EXCHANGE TRANSACTIONS An off-exchange Transaction generally cannot be assigned or transferred without the consent of the other party. The Bank is not obliged to repurchase a Transaction from the Client or terminate a Transaction at the Client s request. As such, it may be difficult or impossible to liquidate an existing position. As such Transactions are customised and not fungible, engaging in a Transaction with another dealer to offset a Transaction the Client has entered into with the Bank will not automatically close out those positions (unlike in the case of equivalent exchange-traded futures and options) and will not necessarily function as a perfect hedge. Off-exchange Transactions may also be less regulated or subject to a separate regulatory regime. For these reasons, such Transactions may involve increased risks. Before a Client undertakes such Transactions, it should familiarise itself with applicable rules and attendant risks. 31 RISKS OF LEVERAGING Transactions in futures carry a high degree of risk. The amount of initial Margin (or Collateral) is small relative to the value of the futures contract, so that Transactions are leveraged or geared. The degree of leverage which is obtained in connection with the Transactions can work for, as well as against, the Client. Due to leverage, a relatively small movement in the market can lead to a proportionately larger impact on the funds that the Client has deposited or will have to deposit. The Client may sustain a total loss of initial Margin funds (or Collateral) and any additional funds deposited to maintain the Client s position. If the market moves against the Client s position or Margin (or Collateral) requirements are increased, the Client may be called upon to pay substantial funds immediately on demand (whether such demand is made orally or otherwise) to maintain its position without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment. Without prejudice to any other rights of the Bank, if the Client fails provide additional funds immediately, the Client s position may be liquidated at a loss without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person and the Client will be liable for any resulting deficit. Leveraging may be by way of a loan, trading on a Margin, or embedded within an instrument such as a structured note. 32 CURRENCY RISKS Where the Client engages in a Transaction involving one currency to hedge an original investment in another currency or where the Transaction entered into by the Client references two different currencies, the Client acknowledges and agrees that fluctuation of the currencies against each other or against the other underlying elements of the Transaction may affect the Client s net profit on the Transaction or increase the Client s losses. 33 LIQUIDITY RISKS The Client acknowledges and agrees that at certain times or under certain market conditions, the Client may find it difficult or impossible to liquidate a position, to assess the value or to determine a fair price. Certain equity or debt Securities and money market instruments and, in particular, structured notes or customised products, may not be readily realisable. There can be no certainty that market traders will be prepared to deal in them and proper information for determining their current value may not be available. 34 CREDIT AND LEGAL RISKS If the issuer of a particular security or instrument or the counterparty to the Transaction the Client is entering into is other than the Bank, the Client should satisfy itself that the credit risk of such issuer or counterparty is acceptable to it since the Bank will not be liable in the event of a default by such issuer or counterparty. As the Client will often be purchasing an unsecured obligation of the counterparty (as opposed to an obligation of a central clearing corporation as is the case with exchange traded futures and options), the Client should evaluate the comparative credit risk. The Client should also familiarise itself with the protection accorded to money or other assets (including Assets) the Client deposits for domestic and foreign Transactions, particularly in the event of an insolvency or bankruptcy of the issuer, custodian or intermediary. The extent to which the Client may recover its money or assets (including Assets) may be governed by Applicable Laws. In some jurisdictions, property which had been Bank Julius Baer & Co. Ltd., Singapore branch 83

88 specifically identifiable as the Client s own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall. Where the Client s assets (including Assets) are received or held in a jurisdiction other than that in which the Account is booked, the Client acknowledges that such assets (including Assets) may not enjoy the same protection as that conferred under the legislation of the jurisdiction in which the Account is booked. 35 RISKS OF TRADING NASDAQ-AMEX SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED The Securities under the Nasdaq-Amex Pilot Program ( PP ) are aimed at sophisticated investors. The Client should become familiar with the PP before trading in PP Securities. The Client should also be aware that PP Securities are not regulated as a primary or secondary listing on the Main Board or the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. 36 COMMISSIONS, FEES AND CHARGES Before the Client enters into any Transaction, the Client should obtain a clear explanation of all Costs for which the Client will be liable. These Costs will affect the Client s net profit (if any) or increase the Client s Loss. In some cases, managed Accounts are subject to substantial charges for management and advisory fees. It may be necessary for such Accounts to make substantial trading profits to avoid depletion or exhaustion of Assets. 37 TAX RISKS Before entering into any Transaction, the Client should understand the tax implications (including the implications of any applicable Taxes) of acquiring, entering into, holding and disposing of the relevant investment or Transaction. Different Transactions may have different tax implications. The tax implications of any Transaction are dependent upon the nature of the Client s business activities and the Transaction in question. The Client should, therefore, consult the Client s independent tax adviser to understand the relevant tax considerations. 38 TRANSACTIONS IN OTHER JURISDICTIONS Transactions on markets in jurisdictions outside Singapore, including markets formally linked to a domestic market, may expose the Client to additional risk. Such markets may be subject to regulation which may offer a different or diminished investor protection. Before the Client enters into a Transaction, the Client should enquire about any rules relevant to its particular Transaction. The Client s local regulatory authority would be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where the Client s Transactions have been effected. The Client should ask the issuer, custodian or intermediary with which it deals for details about the types of redress available in both the Client s home jurisdiction and other relevant jurisdictions before the Client enters into any Transaction. 39 EMERGING MARKETS There is no standard definition of the term emerging markets or less developed countries. In the broadest sense, it includes all economies that are not regarded as advanced. Common criteria for defining what is an emerging market or a less developed country include per capita income, the level of development of the financial sector and the proportion of the total economy that is made up by the service sector. The creditworthiness of countries that fall within this definition can vary widely from very high to very low, with in the latter case very high default risk. Most emerging markets or less developed countries have a political system that is very new or is currently changing. This means that the political system and its institutions may be less stable than in an advanced nation. A government s political inexperience or the instability of the political system increases the risk of short-term, fundamental shifts in a nation s economy and politics. Economic policy measures such as nationalization, government intervention in industry and trade, or limits on ownership rights may dramatically change the corporate earnings outlook for foreign investors in emerging markets. The influences of higher interest rates or a high inflation rate can have much more serious consequences on the economic development of emerging markets or less developed countries than would be the case in more mature markets. The dependence on price trends of commodities also represents an additional risk. Natural disasters or armed conflicts can occur anywhere. Such incidents usually result in considerable market volatility. In mature markets, setbacks are digested relatively rapidly. In contrast, financial conditions in emerging markets or less developed countries are generally more profoundly affected and over a longer period of time. As liquidity is dependent on supply and demand, the impact on emerging markets or less developed countries of social, economic and political changes or natural disasters can involve a much more rapid and lasting change to this supply and demand equation than would be the case in the advanced markets. In an extreme case, illiquidity can be the result. This can make Bank Julius Baer & Co. Ltd., Singapore branch 84

89 it impossible for an investor to sell his investments. Currency fluctuations may be sudden and extreme, producing a disproportionate impact on the value of investments, which are usually denominated in or linked to the movements of local currencies. Foreign exchange regulations in some jurisdictions may also impose restrictions on the exchange and transfer of invested funds. Hedging can help limit losses resulting from currency fluctuations but these can never be entirely eliminated. The settlement of stock market Transactions in emerging markets may not meet the norms of the established financial centres. Due to the lack of clear, standardised regulations for settlement or clearing, delays in booking or failed trades with corresponding losses may occur. The reform of regulatory supervision and legislation in emerging markets or less developed countries may not always keep pace with developments in mature markets. Independent supervision of business practices, stock market dealings and issuers, may not be as developed as in more mature markets. Insufficient transparency means a greater likelihood of market-distorting influences. Moreover, not all jurisdictions have a mature legal system with transparent standards and precedents. Investors in such instances may have no guarantee that they will be able to assert their rights before local courts and legislation to protect the rights of shareholders and creditors (such as duties of disclosure, ban on insider trading, management responsibilities and minority shareholder protection) may often be inadequate or non-existent. Investments in debt Securities issued by governments or companies in emerging markets or less developed countries tend to entail higher level of risk than advance market debt. This can be due to inferior creditworthiness, a high level of government debt, debt restructuring, a lack of market transparency or a lack of information. It is also much more difficult to assess credit risk due to inconsistent valuation standards and the absence of ratings. In these circumstances, investments by the Client in financial instruments which are available in emerging markets or less developed countries, such as fixed term deposits, bank certificates of deposits, bonds and debt or equity Securities issued by public or private sector institutions ( Emerging Markets / LDC Financial Instruments ) require careful and independent assessment of each investment and the risks in relation thereto (including sovereign risk, issuer risk, price risk, political risk and liquidity risk). The Client should make an independent appraisal of, and investigation into, and should from time to time review the financial condition and creditworthiness of the relevant issuer of the Emerging Markets / LDC Financial Instruments. Where the Client requests the Bank to purchase for the Client s account Emerging Markets / LDC Financial Instruments, the Client represents that the Client has and will continue to be solely responsible for making its own independent appraisal of, and investigations into, the financial condition and creditworthiness of any issuer, and has not relied and will not hereafter rely on the Bank to appraise or review on its behalf the financial condition or creditworthiness of any issuer of Emerging Markets / LDC Financial Instruments. Moreover, the Bank shall not be deemed to have made any representation or warranty as to the financial condition of the issuer or the performance by the issuer of its obligations under any Emerging Markets / LDC Financial Instrument or with respect to any Transaction in Emerging Markets / LDC Financial Instruments that the Bank may execute at the Client s request. The Client acknowledges that it is aware and is able to weigh the diverse risks of investing in Emerging Markets / LDC Financial Instruments. The Client should be aware that renewal of certain Emerging Markets / LDC Financial Instruments such as fixed term deposits, bank certificates of deposits or similar instruments (each, a rollover ) may have to be effected well in advance of the same in order to ensure continuity of interest payments. In the event that the Bank effects a rollover on or prior to the maturity of the relevant deposit and repayment by the Client of the deposit is not received by the Bank on or before the settlement date for the rollover, the Bank shall be entitled to deduct such amount from any of the Client s Accounts. 40 GROWTH ENTERPRISE MARKET OF HONG KONG The Growth Enterprise Market was established in Hong Kong to accommodate companies to which a high investment risk may be attached. In particular, companies may list on the Growth Enterprise Market with neither a track record of profitability nor any obligation to forecast future profitability. There may be risks arising out of the emerging nature of companies listed on the Growth Enterprise Market and the business sectors or jurisdictions in which the companies operate. The Client should make the decision to invest only after due and careful consideration of all such risks. The greater risk profile and other characteristics of the Growth Enterprise Market mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on the Growth Enterprise Market, there is a risk that Securities traded on the Growth Enterprise Market may be susceptible to higher market volatility than Securities traded on the main board and no assurance is given that there will be a liquid market in Securities traded on the Growth Enterprise Market. The principal means of information dissemination on the Growth Enterprise Market is through publication on the internet website operated by The Stock Exchange of Hong Kong Limited. Companies listed on the Growth Enterprise Market are not generally required to issue paid announcements in gazetted newspapers. Accordingly, the Client needs to have access to up-to-date information on the Growth Enterprise Market-listed Bank Julius Baer & Co. Ltd., Singapore branch 85

90 companies as published on the Growth Enterprise Market website. The Client should seek independent professional advice if it is uncertain of or has not understood the nature and risks involved in trading in Securities listed on the Growth Enterprise Market. 41 RISK OF PROVIDING AN AUTHORITY TO REPLEDGE CLIENTS SECURITIES COLLATERAL ETC. There is risk if the Client provides the Bank with an authority to do any of the following: apply the Client s Securities or Securities Collateral or Margin pursuant to a Securities borrowing and lending agreement, re-pledge the Client s Securities Collateral or Margin for financial accommodation or deposit the Client s Securities Collateral or Margin as Collateral or Margin for the discharge and satisfaction of the Bank s settlement obligations and liabilities. 42 OTHER RELATED DOCUMENTATION The Bank will, in appropriate cases, furnish the Client with term sheets setting out the material terms, associated obligations, underlying assumptions, pricing basis and sensitivity analysis to illustrate the impact of market movements on the proposed Transaction (in particular, the profit and loss which the Client may be exposed to with fluctuations in market rates) and/or such other information regarding the said Transaction as the Bank may think relevant. Any sensitivity analysis which may be provided is for the purpose of illustration only and is not to be treated as the Bank s view on how the market will move in the future. The Client is strongly advised to study and fully understand the relevant term sheets before executing any specific Transactions. The provision of such term sheets shall not, however, detract from the Client s duty to take all such steps and make all such enquiries as may be necessary or desirable to ensure that it fully understands the Transaction concerned. The term sheets and all annexures and supplementals hereto or thereto from time to time shall together constitute this Risk Disclosure Statement. The Client is advised to contact the Bank if any part of this Risk Disclosure Statement is omitted or incomplete. 43 STOCK TRADING RISKS DURING THE DELISTING ARRANGEMENT PERIOD FOR THE SHANGHAI AND SHENZHEN STOCK EXCHANGES According to the listing regulations of Shanghai and Shenzhen Stock Exchanges, the stock exchanges shall implement a delisting arrangement period system for stocks which the stock exchanges have decided to delist ( Delisting Arrangement Period Stocks ). Shanghai Stock Exchange stocks will be marked with delist( 退 市 ) in front of the stock abbreviation and Shenzhen Stock Market stocks will be marked with DL( 退 ) at the end of the stock abbreviation, as may be amended, revised and/or replaced. The Client should fully understand the risks involved, including the following: (d) (e) (f) Delisting Arrangement Period Stocks will be officially delisted after a certain period of time, which means they bear high risks. The trading period of stocks in the delisting arrangement period is limited to only thirty (30) trading days (as may be amended by the relevant exchange, authority or body) and on expiry of the period, the listed company s shares will be delisted. The Client should pay close attention to the remaining trading days and last trading day of stocks in the delisting arrangement period, otherwise the Client may lose the opportunity to sell the Delisting Arrangement Period Stocks and incur losses. The full-day suspension days of listed company stocks are not included in the delisting arrangement period. Full-day suspension days should not exceed five (5) days for the Shanghai Stock Exchange (as may be amended by the relevant exchange, authority or body). There may be liquidity risk in stocks in the delisting arrangement period. The Client may incur losses if the Client s Delisting Arrangement Period Stocks are not sold before the official delisting. Before engaging in trading of stocks in the delisting arrangement period, the Client should fully understand the delisting system, the trading regulations of stocks in the delisting arrangement period, the trading and listing regulations of the relevant stock exchanges and the fundamentals of listed companies which enter the delisting arrangement period. On the basis of the Client s own financial situations, actual needs and risk tolerance, the Client should carefully consider whether or not to buy such Delisting Arrangement Period Stocks. According to the existing provisions, listed company stocks can apply to the relevant stock exchanges for re-listing after delisting, but they must meet the relevant stock exchanges re-listing requirements. As such, there is uncertainty whether they can be re-listed. The Client should pay particular attention to risk warning statements that are contained in any communication issued in relation to the Delisting Arrangement Period Stocks during the delisting arrangement period, and the Client should obtain relevant information, in a timely manner, from the media designated for relevant information disclosure, the listed Bank Julius Baer & Co. Ltd., Singapore branch 86

91 companies websites as well as securities companies websites. (g) The Client should fully understand that when participating in trading of Delisting Arrangement Period Stocks in the delisting arrangement period on the Shanghai Stock Exchange, the Client can only adopt limit orders, instead of market orders. 44 RISK ALERT STOCK TRADING ON SHANGHAI STOCK EXCHANGE According to stipulations in the Risk Alert Board Stock Trading Interim Measures of Shanghai Stock Exchange (as may be amended, revised and/or replaced), stocks on which risk alert is imposed (Risk Alert Stocks ( RAS ), stocks labelled as *ST and ST ) should trade within the Risk Alert Board. The Client should fully understand and consider the risks of trading in RAS before trading in the same, and such risks include (but are not limited to): (d) (e) (f) The Client should fully understand that when trading in RAS, the Client can only adopt limit orders, instead of market orders. Before trading in RAS, the Client should fully understand the difference between RAS and other stocks in respect to the upper and lower limits imposed on stock price fluctuations. Where a RAS intraday turnover reaches or exceeds a certain limit, it is regarded as abnormal fluctuations, in which case the Shanghai Stock Exchange or such relevant authority or body, may impose intraday temporary suspension depending on the actual needs of the market. There are daily limits for the purchase of RAS in a single account. The Client acknowledges that the Client may not be able to purchase such number of RAS as the Client may wish. Before trading on RAS, the Client should fully understand RAS trading regulations, Shanghai Stock Exchange trading and listing regulations and fundamentals of relevant listed companies. The Client should carefully consider whether or not to buy RAS according to their own financial status, actual needs and risk tolerance, etc. The Client should pay particular attention to risk alert statements that are contained in communications issued in relation to RAS and released by listed companies. The Client should obtain relevant information, in a timely manner, from the media designated for relevant information disclosure, the listed companies websites as well as securities companies websites. 45 ACKNOWLEDGEMENT By entering into any Transaction, the Client confirms that the Client has read and fully understood this Risk Disclosure Statement, all relevant Offering Documents, term sheets, annexures and supplements pertaining to the Transaction. The Client fully understands the nature of the Transaction and terms governing the said Transaction, including the Bank s Margin requirements (if applicable). The Client acknowledges that in entering into any Transaction, the Client has made the Client s own assessment of the Transaction and the Client s own objectives, knowledge, experience, financing risk capacity and ability to monitor the Transaction, based on such independent financial, tax, legal or other advice as the Client considers appropriate. The Client further acknowledges that the Client: understands, is familiar with and is fully aware of the risks related to the Transaction; is willing to take all such risks; and is capable of bearing the full loss of the amounts invested as a result of or in connection with any Transaction entered into with the Bank and any additional Loss over and above the initial amounts invested. The Client accordingly agrees that it is and shall at all times be fully responsible for any Transaction it chooses to enter into. The Client also confirms that the Client is aware of and fully understands all Applicable Laws to which the Client is subject and that the Client is entitled and/or authorised under or by such Applicable Laws to enter into any Transaction it chooses to enter into. Bank Julius Baer & Co. Ltd., Singapore branch 87

92 Neither this Risk Disclosure Statement nor any other Section of the General Terms and Conditions purports to disclose all the risks associated with each Transaction. Clients should make their own legal and tax determination (including any applicable exchange control regulations) on each product and Transaction, and should carefully consider whether the Transaction is suitable for themselves in light of their personal risk appetites, liquidity requirements and return objectives (including the legal and tax regimes in the jurisdictions of their citizenship, residence and/or domicile). Bank Julius Baer & Co. Ltd., Singapore branch 88

93 FORM 13 SECURITIES AND FUTURES ACT (Cap. 289) SECURITIES AND FUTURES (LICENSING AND CONDUCT OF BUSINESS) REGULATIONS (Rg 10) RISK DISCLOSURE STATEMENT REQUIRED TO BE FURNISHED UNDER REGULATION 47E(1) AND TO BE KEPT UNDER REGULATION 39(2) BY THE HOLDER OF A CAPITAL MARKETS SERVICES LICENCE TO TRADE IN FUTURES CONTRACTS OR LEVERAGED FOREIGN EXCHANGE CONTRACTS 1 This statement is provided to you in accordance with regulation 47E(1) of the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10). 2 This statement does not disclose all the risks and other significant aspects of trading in futures, options and leveraged foreign exchange. In light of the risks, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the extent of your exposure to the risks. Trading in futures, options and leveraged foreign exchange may not be suitable for many members of the public. You should carefully consider whether such trading is appropriate for you in the light of your experience, objectives, financial resources and other relevant circumstances. In considering whether to trade, you should be aware of the following: (i) Futures and Leveraged Foreign Exchange Trading Effect of Leverage or Gearing Transactions in futures and leveraged foreign exchange carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract or leveraged foreign exchange transaction so that the transaction is highly leveraged or geared. A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit; this may work against you as well as for you. You may sustain a total loss of the initial margin funds and any additional funds deposited with the firm to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice in order to maintain your position. If you fail to comply with a request for additional funds within the specified time, your position may be liquidated at a loss and you will be liable for any resulting deficit in your account. (ii) Risk-Reducing Orders or Strategies The placing of certain orders (e.g. stop-loss orders, where permitted under local law, or stop-limit orders) which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. At times, it is also difficult or impossible to liquidate a position without incurring substantial losses. Strategies using combinations of positions, such as spread and straddle positions may be as risky as taking simple long or short positions. (i) Options Variable Degree of Risk Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarise themselves with the type of options (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options would have to increase for your position to become profitable, taking into account the premium paid and all transaction costs. The purchaser of options may offset its position by trading in the market or exercise the options or allow the options to expire. The exercise of an option results either in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the option is on a futures contract or leveraged foreign exchange transaction, the purchaser will Bank Julius Baer & Co. Ltd., Singapore branch 89

94 have to acquire a futures or leveraged foreign exchange position, as the case may be, with associated liabilities for margin (see the section on Futures and Leveraged Foreign Exchange Trading above). If the purchased options expire worthless, you will suffer a total loss of your investment which will consist of the option premium paid plus transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that, ordinarily, the chance of such options becoming profitable is remote. Selling ( writing or granting ) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of the amount of premium received. The seller will be liable to deposit additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a futures contract or a leveraged foreign exchange transaction, the seller will acquire a futures or leveraged foreign exchange position, as the case may be, with associated liabilities for margin (see the section on Futures and Leveraged Foreign Exchange Trading above). If the option is covered by the seller holding a corresponding position in the underlying futures contract, leveraged foreign exchange transaction or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited. Certain exchanges in some jurisdictions permit deferred payment of the option premium, limiting the liability of the purchaser to margin payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time. (i) Additional Risks Common to Futures, Options and Leveraged Foreign Exchange Trading Terms and Conditions of Contracts You should ask the corporation with which you conduct your transactions for the terms and conditions of the specific futures contract, option or leveraged foreign exchange transaction which you are trading and the associated obligations (e.g. the circumstances under which you may become obligated to make or take delivery of the underlying interest of a futures contract or a leveraged foreign exchange transaction and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances, the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest. (ii) Suspension or Restriction of Trading and Pricing Relationships Market conditions (e.g. illiquidity) or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or circuit breakers ) may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the risk of loss. Further, normal pricing relationships between the underlying interest and the futures contract, and the underlying interest and the option may not exist. This can occur when, e.g., the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge fair value. (iii) Deposited Cash and Property You should familiarise yourself with the protection accorded to any money or other property which you deposit for domestic and foreign transactions, particularly in a firm s insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall. (d) Commission and Other Charges Before you begin to trade, you should obtain a clear explanation of all commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss. Bank Julius Baer & Co. Ltd., Singapore branch 90

95 (e) Transactions in Other Jurisdictions Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to a rule which may offer different or diminished investor protection. Before you trade, you should enquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of the regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask the firm with which you conduct your transactions for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade. (f) Currency Risks The profit or loss in transactions in foreign currency-denominated futures and options contracts (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency. (g) Trading Facilities Most open-outcry and electronic trading facilities are supported by computer-based component systems for the orderrouting, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability to recover certain losses may be subject to limits on liability imposed by the one or more parties, namely the system provider, the market, the clearing house or member firms. Such limits may vary. You should ask the firm with which you conduct your transactions for details in this respect. (h) Electronic Trading Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or not executed at all. (i) Off-Exchange Transactions In some jurisdictions, firms are permitted to effect off-exchange transactions. The firm with which you conduct your transactions may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarise yourself with the applicable rules and attendant risks. Note: Margin means an amount of money, securities, property or other collateral, representing a part of the value of the contract or agreement to be entered into, which is deposited by the buyer or the seller of a futures contract or in a leveraged foreign exchange transaction to ensure performance of the terms of the futures contract or leveraged foreign exchange transaction. I/We acknowledge that I/we have received a copy of this Risk Disclosure Statement and understand its contents. Bank Julius Baer & Co. Ltd., Singapore branch 91

96 FORM 14 SECURITIES AND FUTURES ACT (Cap. 289) SECURITIES AND FUTURES (LICENSING AND CONDUCT OF BUSINESS) REGULATIONS (Rg 10) RISK DISCLOSURE STATEMENT REQUIRED TO BE FURNISHED UNDER REGULATION 47E(2) AND TO BE KEPT UNDER REGULATION 39(2)(d) BY THE HOLDER OF A CAPITAL MARKETS SERVICES LICENCE FOR FUND MANAGEMENT RELATING TO MANAGEMENT OF PORTFOLIO OF FUTURES CONTRACTS, AND FOREIGN EXCHANGE 1 This statement is provided to you in accordance with regulation 47E(2) of the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10). 2 This statement does not disclose all the risks and other significant aspects of the futures or leveraged foreign exchange markets. You should therefore carefully study futures and leveraged foreign exchange trading before you trade. 3 The intention of this statement is to inform you that the risk of loss in trading futures contracts, options, foreign exchange and leveraged foreign exchange transactions can be substantial. You should therefore carefully consider whether such trading is suitable for you in the light of your experience, objectives, financial condition and other relevant circumstances. In considering whether to trade or to authorise someone else to trade for you, you should be aware of the following: (d) (e) (f) If you purchase or sell a futures contract or leveraged foreign exchange transaction, you may sustain a total loss of the initial margin funds and any additional funds that you deposit with the holder of a capital markets services licence to establish or maintain your position. If the market moves against your position, you may be called upon by the holder to deposit a substantial amount of additional margin funds on short notice in order to maintain your position. If you do not provide the required funds within the specified time, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account. Under certain market conditions, you may find it difficult or impossible to liquidate a position. The placement of contingent orders by you or the holder of a capital markets services licence authorised by you, such as a stop-loss or stop-limit order, will not necessarily limit your losses to the intended amounts, since market conditions may make it difficult or impossible to execute such orders. A spread position may not be less risky than a simple long or short position. The high degree of leverage that is often obtainable in futures and leveraged foreign exchange trading can work against you as well as for you. The use of leverage can lead to large losses as well as gains. In some cases, managed accounts, such as yours, are subject to substantial charges for management and advisory fees. It may be necessary for those accounts that are subject to these charges to make substantial trading profits to avoid depletion or exhaustion of their assets. Note: Margin means an amount of money, securities, property or other collateral, representing a part of the value of the contract or agreement to be entered into, which is deposited by the buyer or the seller of a futures contract or in a leveraged foreign exchange transaction to ensure performance of the terms of the futures contract or leveraged foreign exchange transaction. I/We acknowledge that I/we have received a copy of this Risk Disclosure Statement and understand its contents. Bank Julius Baer & Co. Ltd., Singapore branch 92

97 SECTION 4 TERMS AND CONDITIONS FOR FINANCIAL TRANSACTIONS Bank Julius Baer & Co. Ltd., Singapore branch

98 SECTION 4 TERMS AND CONDITIONS FOR FINANCIAL TRANSACTIONS 1 DEFINITIONS 1.1 Unless otherwise defined in this Section, terms and references defined in Section 1 Terms and Conditions for Accounts and/ or in any other Sections of the General Terms and Conditions shall have the same meaning in this Section. 2 GENERAL 2.1 Except as provided to the contrary in any Confirmation, this Section shall apply to any Financial Transaction entered into between the Client and the Bank, whether in connection with any Trading Facility or otherwise. All Financial Transactions are entered into by the Bank in reliance on the fact that such Financial Transaction (and to the extent any of the terms of any such Financial Transactions are recorded in a Confirmation, all such Confirmations) shall constitute a single agreement between the Bank and the Client and on the basis that the Bank would not otherwise enter into any such Financial Transaction. 2.2 Any right of the Bank under this Section shall be without prejudice and in addition to any other rights of the Bank under Section 1 Terms and Conditions for Accounts and any one or more of these rights are exercisable by the Bank in such manner, order and combination as the Bank shall in its absolute discretion deem fit. In the event of any inconsistency between: this Section and Section 1 Terms and Conditions for Accounts, this Section shall prevail insofar as the inconsistency relates to any Financial Transaction; this Section and any Confirmation, the Confirmation shall prevail. 2.3 All Financial Transactions entered into by the Bank with or on behalf of the Client shall be subject to Applicable Laws, including those relating to position limits and other limits. The Client further agrees to be bound by the contract specifications published by the Stock Exchange of Reference where the Financial Transactions are executed and the terms of all applicable Offering Documents relating to the Financial Transactions. The Client acknowledges and agrees that the Bank shall have absolute discretion to choose the place of execution in which Financial Transactions are executed. 2.4 Unless otherwise notified by the Bank to the Client (whether in writing or otherwise), the Bank shall assume the role of the counterparty to any contract or Financial Transaction which the Bank has been instructed to effect (i.e. the Bank will act as principal and not agent in relation to such contract or Financial Transaction) and the Bank shall be absolutely entitled to all gains, profits and benefits derived from any such contract or Financial Transaction of the Client with the Bank. 2.5 The Bank may undertake Financial Transactions through, or introduce the Client to, intermediate brokers, settlement agents and other third parties outside Singapore and the Client may also deal with Affiliates outside Singapore and, in such cases, the Financial Transactions or services undertaken may not be covered by Applicable Laws in Singapore. As a result, the Client may not be protected as effectively as if the Applicable Laws in Singapore were applicable. In the event of a shortfall arising on the money available to meet the Client s claims against such intermediate brokers, settlement agents or other third parties outside Singapore, the Client s claims will be restricted to the money held by the Bank in respect of Financial Transactions carried out through the broker, settlement agent or other third party (as the case may be), and to any money received from such broker, settlement agent or other third party (as the case may be) relating to those Financial Transactions. 3 PAYMENT NETTING For the purposes of making payment on each relevant Value Day, Settlement Day or any relevant date, if, on such Value Day, Settlement Day or other relevant date (as the case may be), amounts would otherwise be payable (whether in the same currency or otherwise) under the Financial Transactions by each party to the other (and for this purpose, the Countervalue shall be treated as an amount payable under a Precious Metal Transaction), then, on such date, each party s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount (such excess amount, the Netted Amount ). Where the amounts payable are not expressed in the same currency, the Bank shall have the right and absolute discretion to effect any Bank Julius Baer & Co. Ltd., Singapore branch 93

99 conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine. The relevant party shall discharge such payment obligation in accordance with Clause 5 or, as applicable, Clause 11 of this Section. 4 OFF-SETTING CONTRACTS The Bank may, in its absolute discretion, consider Financial Transactions which have common features as the Bank may deem appropriate and which are the reverse of each other to off-set and discharge each other wholly or, where the Financial Transactions are for different amounts, partially. In the case of a partial set-off and discharge, the remaining portion of the Financial Transaction which is not partially set-off or discharged shall continue to be a Financial Transaction for all purposes herein. 5 GENERAL PAYMENT AND DELIVERY OBLIGATION 5.1 Subject to Clauses 3 and 4 and the other provisions of the General Terms and Conditions, each party shall make each payment or delivery specified in each Confirmation to be made by it. Payments shall be made on each relevant Value Day or Settlement Day for value on that date specified in the relevant Confirmation or otherwise pursuant to the Client Agreement. Where settlement is by delivery, such delivery shall be made for receipt on the Value Day or Settlement Day in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in the Client Agreement. 5.2 There shall be no settlement by delivery in respect of any Financial Transaction unless otherwise specified in the relevant Confirmation or where the Bank otherwise agrees. 5.3 Unless the Bank otherwise agrees with the Client in writing, each obligation of the Bank to make any payment or delivery to the Client is subject to the condition precedent that there is no Event of Default or Default subsisting. 5.4 Unless otherwise agreed by the Bank, on each Value Day or Settlement Day in respect of each Financial Transaction, the Bank shall: if the Bank is required to make payment of the Netted Amount under Clause 3 of this Section, credit the Investment Account with an amount equal to the Netted Amount; or if the Client is required to make payment of the Netted Amount under Clause 3 of this Section, debit the Investment Account with an amount equal to the Netted Amount, and the Bank shall also: (i) (ii) in respect of any purchase of Precious Metal, credit the amount of Precious Metal purchased by a Client in the Bank s records as a Notional Quantity bought and held for the Client; and in respect of any sale of Precious Metal, debit from the Bank s records the Notional Quantity of Precious Metal sold on behalf of the Client. 5.5 Without limiting any other rights which the Bank may have under the Facility Documents, if at any time, (i) the Client fails to pay for or deliver to the Bank any asset (including Assets) previously purchased or sold by the Bank on the Client s behalf, (ii) the Client fails to deliver any asset (including Assets) in compliance with any contract, or (iii) the Bank shall be required or shall deem it advisable (whether by reason of the requirements of any exchange, clearing house, Applicable Laws or otherwise) to replace any asset (including Assets) delivered or to be delivered by the Bank for the Client s account with other assets of like or equivalent kind or amount, the Client authorises the Bank, in the Bank s absolute discretion, to pay or deliver the same on behalf of the Client (and at the Bank s sole discretion to borrow or buy, on such terms and conditions as the Bank shall consider fit, the same for the purpose of delivery) or to replace any such assets (including Assets) previously delivered and deliver the same to such person to whom delivery is to be made. The Bank may subsequently repay the loan thereof (where applicable) with the assets (including Assets) purchased or otherwise acquired for the Client s account, and the Client shall pay the Bank for any Costs or Loss which the Bank may be required to pay thereon and for any Loss which the Bank may sustain from its inability to borrow or buy such assets (including Assets) as well as all and any Costs incurred by the Bank if the Bank is able to buy such assets (including Assets). 5.6 The Bank may, in its absolute discretion, and without prior notice (whether oral or otherwise) to the Client, arrange for any Financial Transaction to be effected in whole or in part by the sale to, or the purchase from, the Client of the relevant investments by another client, either of the Bank or of any other member of the Bank Julius Baer Group. If the Bank does so, the Bank or any other member of the Bank Julius Baer Group may charge or otherwise accept Remuneration from both the Client and such other client and retain the charges or other Remuneration for its own account. The members of the Bank Julius Baer Group (including Bank Julius Baer & Co. Ltd., Singapore branch 94

100 the Bank) shall not be bound to account to either the Client or such other client in this regard, except to the extent required by Applicable Laws. 6 EXERCISE OF OPTIONS 6.1 Payment of the Premium in respect of an Option transaction shall be made on the relevant Premium Payment Day on which the Bank shall: in respect of a purchase by the Client of an Option from the Bank, debit the Investment Account with an amount equal to the Premium; or in respect of a sale by the Client of an Option to the Bank, credit the Investment Account with an amount equal to the Premium. 6.2 An Option shall be exercised in accordance with the terms of the relevant Confirmation. Subject to as aforesaid, where the Bank is the buyer of an Option sold by the Client, any notice of exercise given by the Bank in respect of such Option may be in writing and delivered by post or facsimile or communicated in person or by telephone or by such other means of communication as the Bank considers appropriate in the circumstances. Any such notice, if given in writing, shall be deemed to have been duly delivered to the Client in accordance with the Client Agreement. 6.3 The Client shall be solely responsible to ensure that the Bank receives adequate and timely Instructions as to the exercise or abandonment of any Options purchased by the Bank on the Client s behalf. All such purchases of Options shall be at the Client s own risk. Subject to Clause 6.7 below and any Applicable Laws, (i) Instructions to exercise an Option position shall be given by the Client to the Bank before such cut-off time as may be notified by the Bank in its absolute discretion to the Client and any such Instructions shall be irrevocable, and (ii) if the Client fails to deliver documents, assets (including Assets), information or funds or give Instructions in a timely manner according to the Applicable Laws or in any event by such time as may be specified by the Bank in its absolute discretion, the Bank may, without notice (whether oral or otherwise), either close the Client s position, or make or receive delivery on behalf of the Client upon such terms and by such methods which the Bank shall in its absolute discretion deem appropriate. The Client shall be responsible for any and all Costs and Loss incurred by the Bank. Where the Bank is the seller of an Option purchased by the Client, the Bank shall be under no duty or obligation to notify the Client (whether in writing or otherwise) of any matter relating to such Option, including the impending expiry or expiry of such Option. 6.4 Physical Underlyings shall be delivered upon the exercise of an Option if so required by the terms of the relevant Confirmation. Such Underlyings shall be delivered to the party entitled thereto on the Value Day or Settlement Day specified in the relevant Confirmation or, if no day is specified, on the day as determined by the Bank in its absolute discretion. 6.5 As security for the exercise of the Option, the Client shall and where applicable, or if required by the Bank, pledge, charge and/ or assign (to the extent that it may do so) all Underlyings relating thereto and all its rights in such Underlyings to the Bank. The Client hereby expressly authorises the Bank to further pledge, charge and/or assign such Underlyings and all its rights therein which have been pledged, charged and/or assigned to the Bank to the Bank s correspondents, the options exchange or its clearing house. 6.6 An over-the-counter Option transaction may only be exercised in whole, unless otherwise agreed in the relevant Confirmation. An exchange traded Option may be exercised or partially exercised subject to rules of the relevant Stock Exchange of Reference. 6.7 Without prejudice to the generality of the foregoing clauses, where a (i) Call Option sold, or (ii) Put Option purchased on behalf of the Client, is exercised and is to be physically settled and the Underlying in the Investment Account (as solely and conclusively determined by the Bank) is insufficient to satisfy the delivery obligations arising from such exercise, the Bank in its sole discretion may (without prior notice (whether oral or otherwise) to the Client) purchase such Underlying on the relevant Stock Exchange of Reference or borrow such Underlying in order to effect such delivery to the counterparty on behalf of the Client. The Client shall pay on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) any and all Costs and Loss sustained or incurred by the Bank in doing so (including any Loss which the Bank may sustain from its inability to borrow or purchase such Underlying), which shall, prior to such payment, form part of the Total Liabilities. Notwithstanding Clause 6.3 of this Section, the Client acknowledges it will not always be possible or practicable for the Bank to notify the Client in advance (and the Bank shall have no duty or obligation to do so) when to deliver the requisite Underlying to the Bank to enable the Bank to satisfy the delivery obligations arising from the exercise of any Option, and the Client shall at all times bear the sole risk of complying with and the consequences of all delivery obligations arising out of any such Option the Bank has entered Bank Julius Baer & Co. Ltd., Singapore branch 95

101 into on the Client s behalf. The Client confirms it has been informed by the Bank that to avoid the situation of the Underlying being insufficient to satisfy the delivery obligations under any such Option, the Client should ensure that sufficient Underlying (as determined solely and conclusively by the Bank) is delivered to the Bank at the time the Client places the sale or purchase order with the Bank for such Option, with the Client maintaining such sufficient amount of Underlying throughout the life of such Option until it expires or is exercised. 7 MARGIN 7.1 The Client shall deposit and/or maintain in the Investment Account, or otherwise as the Bank directs, Margin in compliance with all Margin requirements imposed by the Bank from time to time including the Margin requirements for Trading Facilities. No previous Margin requirement shall set a precedent or bind the Bank thereto. 7.2 Subject to Applicable Laws, the Bank may deposit Margin or any part thereof provided by the Client with third parties, or pledge, charge or grant security arrangements over such Margin to third parties as the Bank may deem necessary to facilitate the Financial Transactions or any other matter contemplated in the Client Agreement and the Facility Documents. Such Margin shall then be simultaneously released from the security created by or pursuant to the Client Agreement and the Facility Documents, and transferred by the Client to the Bank in accordance with the provisions of this clause. The Client authorises the Bank to take such steps to deliver or credit the relevant Margin to itself (or, as appropriate, the third party in question) and authorises the Bank (for and on behalf of the Client) to execute, and agrees to the Bank so executing, such instruments of transfer or the like as the Bank considers necessary or desirable to vest the full legal and beneficial right, title and interest in and to such Margin in the Bank or the third party (as the case may be). 7.3 The Client shall, and, where applicable or if required by the Bank, shall procure that every other Security Party and/or any other person(s) does, provide upon demand (whether such demand is made orally or otherwise), such Margin or additional Margin in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such Margin). If the value of any Margin is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including: requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise) provide the Bank with additional Margin in such form and value acceptable to the Bank and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Margin); immediately selling or realising any and/or all of the Margin or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 7.3 of this Section or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Margin and such time granted, provided or extended has not expired. All expenses and charges incurred thereby shall be borne by the Client on a full indemnity basis; and/or closing out, liquidating, setting off, selling, realising or otherwise dealing with any or all of the Financial Transactions (notwithstanding that any such Financial Transaction(s) has/have not yet matured and whether or not any Loss to the Client may arise as a result thereof) immediately or at such time and by such means and in such manner as the Bank, in its absolute discretion, deems appropriate without notice (whether oral or otherwise) to the Client and/or any other person, regardless of whether the Bank has made any demand under Clause 7.3 of this Section or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Margin and such time granted, provided or extended has not expired. 7.4 The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client s expense (including the payment of Costs incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank s security interest in the Margin or any part thereof and the Bank s title to the security thereby Bank Julius Baer & Co. Ltd., Singapore branch 96

102 constituted or intended to be constituted by the Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation. 7.5 All Margins shall be subject to the Bank s general rights in respect of the Client s assets (including Assets) as provided in the Client Agreement and the Facility Documents. 7.6 The Bank is hereby authorised by the Client (but is not obliged to), at any time and from time to time, without prior notice (whether oral or otherwise) to the Client, to transfer or cause to be transferred any of the Client s Assets (including any Assets to which the Client is beneficially entitled) to, between or among any Account which Client has with the Bank or any other Affiliates if, in the Bank s commercially reasonable judgment, such transfer may be required to avoid a shortfall of Margin or reduce any shortfall of funds, eliminate or reduce any debit balance or otherwise satisfy any obligation owing to the Bank or any other Affiliates. 8 LIMITS AND MARGIN REQUIREMENTS 8.1 The Client shall adhere to any position or Financial Transaction limits imposed by the Bank from time to time. Such limits may include minimum sizes for Financial Transactions. 8.2 The Bank may vary any position or Financial Transaction limit or Margin requirement at any time in its absolute discretion. The Client acknowledges that such variation may result in the Bank requiring the Client to provide additional Margin immediately (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide such additional Margin), and the Client waives any right to object on the grounds that such variation of position or Financial Transaction limit or Margin requirement is or was unreasonable. 9 FEES AND PAYMENTS 9.1 Without prejudice to the generality of any other provision in the Client Agreement, the Client shall promptly pay all the Bank s fees and/or other charges at such rates and in such manner as the Bank may, in its absolute discretion, impose and stipulate from time to time with respect to the execution, performance and/or settlement of any Financial Transaction or otherwise for the maintenance of any Investment Account or the provision of any Service or Facility to the Client or in connection with any Transaction or in connection with any Investment Account. 9.2 The Bank shall be entitled to charge interest on any sum or payment due to the Bank from the Client in respect of any Financial Transaction at such rate and calculated and/or compounded in such manner as the Bank may in its absolute discretion impose and determine from time to time and to debit any Account in respect of the interest due. 9.3 If for any reason the Bank cannot effect payment or repayment to the Client in respect of any Financial Transaction in a particular currency in which payment or repayment is due, the Bank may effect payment or repayment in the equivalent in any other currency selected by the Bank based on such rate of exchange as the Bank may in its absolute discretion conclusively determine. 9.4 All payments to the Client in respect of any Financial Transaction shall be made solely where an Investment Account is maintained (and in the case of other offices or branches of Bank Julius Baer & Co. Ltd., at such office or branch) or elsewhere as the Bank may, in its absolute discretion, permit. 10 REPRESENTATIONS AND WARRANTIES In addition to any other representations, warranties and/or undertakings in the Client Agreement and/or any Facility Document, the Client hereby represents, warrants and undertakes to the Bank on behalf of itself at all times: that the Client is transacting on its own account as principal and is not trading on behalf of or as trustee or nominee for any other person unless the Bank is notified otherwise in writing; that the Client has obtained and will maintain in full force and effect all necessary consents, authorisations and licenses which may be required for it to enter into and be bound by the Financial Transactions and the performance of the Financial Transactions contemplated hereby; each Financial Transaction constitutes a valid and legally binding agreement of the Client enforceable in accordance with its terms; Bank Julius Baer & Co. Ltd., Singapore branch 97

103 (d) that the Client has all necessary power, capacity, authority and approvals to enter into and perform its obligations under the Financial Transactions and that the Financial Transactions and the performance thereof and of the obligations contained therein do not and will not: (i) (ii) contravene any Applicable Laws or any judgment or order of a court or tribunal of any jurisdiction, or decree or permit to which the Client is subject; or conflict with or result in any breach of the terms or constitute any default under any agreement or other instrument to which the Client is a party or is subject or by which any of the Client s assets (including Assets) is bound; (e) (f) (g) that the Client is qualified and otherwise meets any criteria, whether imposed by Applicable Laws, the relevant Stock Exchange of Reference or the relevant Offering Document to enter into each Financial Transaction; that the Client will enter into all Financial Transactions solely in reliance upon the Client s own judgment and investigations and not upon advice or recommendations by the Bank, its Affiliates or any of its employees or Agents; and that all information furnished by or on behalf of the Client to the Bank in connection with each Financial Transaction is true, accurate and complete in every respect. For avoidance of doubt, Clause 10(f) above shall be without prejudice to the generality of Clause 11 of Section 1 Terms and Conditions for Accounts. 11 EVENT OF DEFAULT 11.1 Upon the occurrence of any Event of Default or Default in Clause 19.1(k) of Section 1 Terms and Conditions for Accounts in respect of the Client, all outstanding Financial Transactions entered into between the Client and the Bank shall be deemed immediately terminated and the Bank shall be entitled (but is not obliged) to immediately or at any time thereafter exercise its rights and do any one or more acts in Clause 19.2 of Section 1 Terms and Conditions for Accounts Without prejudice to any other claim, right or remedy whatsoever of the Bank hereunder or otherwise at law, upon the occurrence of any Event of Default or Default (other than an Event of Default or Default in Clause 19.1(k)), the Bank is entitled (but is not obliged) to immediately or at any time thereafter exercise its rights and do any one or more acts in Clause 19.2 of Section 1 Terms and Conditions for Accounts (including close out all or any Financial Transaction) in any order as the Bank shall in its absolute discretion deem fit, without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person, without providing any reasons for its actions to the Client, any Security Party and/or any other person, and/or without being obliged to grant, provide or extend such time to the Client, any Security Party and/or any other person as may be necessary to implement any Mechanics of Payment (where applicable) Following the close out of any Financial Transaction by the Bank, the only remaining obligation of the Bank in respect of such Financial Transactions (collectively, the Closed Out Transactions ) shall be to, as soon as practicable after the close out: calculate as of the day of the close out the Netted Amount and the Closed Out Loss based on a good faith calculation by the Bank of the payment obligations under the Closed Out Transactions in accordance with Clause 3 of this Section; on the basis of the Netted Amount and the Closed Out Loss so established, calculate the amount that is owing from the Bank to the Client and from the Client to the Bank respectively and the amounts owing from one party shall be set off against the amounts owing from the other and only the balance shall be payable; and (i) credit the Investment Account with any such balance which is payable by the Bank to the Client; or (ii) debit the Investment Account with any such balance which is payable by the Client to the Bank The Client hereby authorises the Bank, in its absolute discretion, to place the monies recovered under Clause 11.2 above to the credit of any suspense account with a view to preserving the Bank s rights to prove for the whole of the Bank s claims against the Client in the event of any proceedings in, or analogous to, bankruptcy, winding-up, liquidation composition or arrangement and the Bank may apply any or all of such proceeds to such account, obligation or liability of the Client as the Bank may, in its absolute discretion, from time to time conclusively determine If an Extraordinary Event, a Price Disruption Event or a Market Disruption Event occurs in relation to any Financial Transaction or otherwise in relation to any Investment Account, the Bank shall have the absolute discretion to determine any adjustment or Bank Julius Baer & Co. Ltd., Singapore branch 98

104 action necessary in relation to such Financial Transaction or any and all Financial Transaction(s) or otherwise to any Investment Account in view of the Extraordinary Event, the Price Disruption Event or the Market Disruption Event (as the case may be). Such adjustments or actions may include determining, altering or varying the quantities of currencies, Securities or commodities or instruments or the exchange rates or specifications of currencies, Securities or commodities or instruments bought or sold in respect of such Financial Transaction or any or all Financial Transaction(s), or terminating the Financial Transaction in question or any or all Financial Transaction(s) or such Investment Account. Provided the Bank undertakes such adjustment or action in good faith, any such adjustment or action shall be binding on the Client who shall be liable for any additional Loss incurred by the Bank on the account of the Client or for which the Client is consequently liable or incurs as a result of such adjustment or action. 12 Additional Terms and Conditions for Leveraged Knock-Out Daily Decumulator ( KODD ) Transactions For the avoidance of doubt, KODD Transactions shall be Financial Transactions. These additional terms and conditions shall only apply to those KODD transactions entered into by the Client which may not be fully covered at the time of entering such transactions with the Bank ( Margined KODD Transactions, each a Margined KODD Transaction ), as determined by the Bank in its absolute discretion, from time to time, and shall supplement and form an integral part of the relevant Confirmation applicable to each Margined KODD Transaction. Unless otherwise defined herein, capitalised terms in this Clause 12 shall have the same meaning as that used in the relevant Confirmation Delivery of Shares (d) (e) In respect of a Margined KODD Transaction, the Client shall deliver to the Bank no later than 12 noon (Singapore time) on each observation period end date (or such other time as may be determined by the Bank in its absolute discretion) such number of shares to be delivered in respect of the relevant settlement date as determined in accordance with the relevant Confirmation. The Client shall provide the Bank with confirmation of transfer instructions in respect of the delivery of the relevant shares in accordance with Clause 12.1 of this Section at least one (1) Business Day before the relevant observation period end date (or such other time as may be determined by the Bank in its absolute discretion). Business Day as used herein in this Clause 12 shall mean a day other than a Saturday or Sunday or public holiday in Singapore on which the Bank is open for business. Failure by the Client to deliver to the Bank the shares in accordance with Clause 12.1 of this Section shall be an Event of Default whereupon Clause 11 of this Section applies. Without prejudice to Clause 12.1 of this Section, the Client hereby irrevocably and unconditionally authorises the Bank (without further reference to the Client), to utilise the Facilities for the purchase of the relevant shares in such number as may be required under the Confirmation in order to effect delivery of the relevant shares for and on behalf of the Client in accordance with the Confirmation and full Costs of which shall be on the Client s account. The Client agrees to indemnify and hold the Bank harmless against any and all Loss arising from or related to a failure by the Client to effect delivery in accordance with Clause 12.1 of this Section Margin Requirements Without prejudice to any right of the Bank under the Client Agreement and/or the Facility Documents, in respect of each Margined KODD Transaction, Margin equivalent to the sum of the absolute amount of the mark-to-market value of the relevant Financial Transaction and such additional amount as may be specified by the Bank (each as determined by the Bank in its absolute discretion) is required. The Client shall deposit with the Bank, Margin of such value as may be specified by the Bank in its absolute discretion. Such value of Margin may include an amount to satisfy the Client s obligations if the Margined KODD Transaction is knocked out. For the avoidance of doubt and without prejudice to Clauses 7 and 8 of this Section or any other rights of the Bank under the Client Agreement and/or Facility Documents, the Bank may at any time in its absolute discretion and without notice (whether oral or otherwise) to the Client revise the Margin requirements if the value of Margin is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate. Bank Julius Baer & Co. Ltd., Singapore branch 99

105 SECTION 5 TERMS AND CONDITIONS FOR CREDIT FACILITIES Bank Julius Baer & Co. Ltd., Singapore branch

106 SECTION 5 TERMS AND CONDITIONS FOR CREDIT FACILITIES 1 DEFINITIONS 1.1 Unless otherwise defined in this Section, terms and references defined in Section 1 Terms and Conditions for Accounts and/ or in any other Sections of the General Terms and Conditions shall have the same meaning in this Section. 1.2 Any right of the Bank under this Section shall be without prejudice and in addition to any other rights of the Bank under Section 1 Terms and Conditions for Accounts and any one or more of these rights are exercisable by the Bank in such manner, order and combination as the Bank shall in its absolute discretion deem fit. In the event of any inconsistency between: this Section and Section 1 Terms and Conditions for Accounts, this Section shall prevail insofar as the inconsistency relates to the Facilities (save for Financial Transactions which shall be dealt with in accordance with Section 4 Terms and Conditions for Financial Transactions ); any provision of the General Terms and Conditions and the terms contained in any Confirmation Letter, Security Document or Application for Facilities, the terms of such Confirmation Letter, Security Document or Application for Facilities will prevail over such provisions of the General Terms and Conditions insofar as the inconsistency relates to Facilities (save for Financial Transactions which shall be dealt with in accordance with Section 4 Terms and Conditions for Financial Transactions ). 1.3 Where the Client comprises more than one person, the obligations of the Client in respect of any Facility shall be construed as the joint and several obligations of each such person and the Bank shall be entitled, upon the occurrence of an Event of Default or otherwise, to proceed against any one or more of such persons (whether or not such person(s) has/have utilised the Facility) in such manner and order as the Bank may, in its absolute discretion, deem fit. Each such person comprising the Client hereby waives any right to require the Bank to proceed against or exhaust any Collateral provided by any other person. 2 FACILITIES 2.1 The Bank may, in its absolute discretion and subject to and in accordance with the Facility Documents, make Facilities available to the Client. 2.2 The Bank s acceptance of the Application for Facilities may be oral, in writing or otherwise (as the case may be). In any event, the availability of the Facilities for utilisation by the Client from time to time (including the disbursement of monies) shall be deemed as the Bank s acceptance. 2.3 Where the Bank advises of its acceptance of the Application for Facilities in writing, the Bank shall send a letter of confirmation to the Client which shall advise of its acceptance of the Application for Facilities and any additional terms and conditions of the Facilities (the Confirmation Letter or Facility Letter ). 2.4 The Client agrees that any utilisation of the Facilities shall be subject to the Client Agreement and Facility Documents, and the Client shall be bound thereby. 2.5 The Facilities are uncommitted and repayable on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) and accordingly, the availability of the Facilities or any part thereof is subject to the Bank s absolute discretion. The Bank has no obligation whatsoever to make or continue to make available to the Client all or any part of the Facilities or to allow any particular utilisation thereof, whether or not any utilisation request is received or accepted by the Bank. 2.6 Notwithstanding absence of an Event of Default or any other provisions contained in the Facility Documents, the Client Agreement and any other terms and conditions, the Total Liabilities or any part thereof (whether pursuant to the Facilities or otherwise) is repayable by the Client upon the Bank s demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment). The Bank may, in its absolute discretion, review the Facilities at any time and from time to time and may, pursuant to such review, vary, amend or extend the availability or repayment period, cancel and/or terminate the Facilities or any part thereof Bank Julius Baer & Co. Ltd., Singapore branch 100

107 at any time without prior notice (whether oral or otherwise) to the Client. For the avoidance of doubt, any failure on the part of the Client to make immediate repayment of any sums required by the Bank (without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) under this clause shall be an Event of Default. 3 UTILISATION CONDITIONS 3.1 Any utilisation by the Client of any of the Facilities shall be subject to the prior approval of the Bank. Each such utilisation shall also be subject to the completion, execution and delivery of such documents as the Bank may require. Any utilisation request given by the Client shall be irrevocable. 3.2 The proceeds of any utilisation in SGD shall be subject to all MAS notices and directives in force from time to time and such other restrictions that the Bank may in its absolute discretion impose from time to time. 3.3 Each utilisation of the Facilities shall be subject to the following additional conditions (and such other conditions as the Bank may in its absolute discretion specify from time to time): (d) each request for utilisation shall be made in such form and manner, and must be received by the Bank at such time before such utilisation, as the Bank may prescribe from time to time; the representations and warranties in the Client Agreement and Facility Documents shall be true and correct as if repeated on the date of such utilisation; no breach of or default (however described) under any of the terms of the Client Agreement and Facility Documents shall have occurred and no such breach or default will be caused by, or result from, such utilisation; and there shall have been no material adverse change in the condition (financial or otherwise), prospects or assets (including Assets) of the Client and every other Security Party (if any). 4 FIXED ADVANCES Where applicable, the Client may request for a Fixed Advance by executing and delivering to the Bank a notice in such form or other manner as the Bank may specify or otherwise agree not later than 10:00 a.m. (Singapore time) on the second Bank Business Day (or such later date or at such other time agreed to by the Bank) prior to the drawdown date specified in such request or in such other manner as may be agreed by the Bank. The Bank shall, at any time and in its absolute discretion, have the right to refuse to make any Fixed Advance requested by the Client. Each Fixed Advance shall be repaid in full at any time on demand by the Bank (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) notwithstanding absence of an Event of Default, or on the date of its maturity, together with interest accrued thereon in arrears. Interest on any Fixed Advance having a tenor of twelve (12) months or more shall be payable in arrears at such intervals as may be determined by the Bank. 5 IPO FINANCING FACILITY 5.1 Upon the Client s request, the Bank may, in its absolute discretion and subject to the fulfillment by the Client of any conditions or requirements imposed by the Bank in connection therewith (including any Collateral requirements), make available an IPO Advance to the Client. 5.2 Payment of the Subscription Monies will be made by the Bank or its nominee on behalf of the Client to the receiving bank specified in the relevant Offering Document (the Receiving Bank ) in accordance with the terms of the relevant Offering Document. Notwithstanding the foregoing, the Client acknowledges and agrees that it shall remain liable for the repayment of the IPO Advance, together with any interest and Costs thereon. The Client further agrees that it shall assume full responsibility for any Loss which may be suffered by the Client arising directly or indirectly from the deposit of the Subscription Monies with the Receiving Bank. 5.3 In the event that an IPO Application (or any part thereof) is successful, all Securities allotted pursuant thereto (collectively, the New Securities ) form part of the Collateral. 5.4 The Client acknowledges that the Bank is under no duty or obligation to ensure the success of any IPO Application or to allocate any Securities which are the subject of any IPO to the Client. To the extent that an IPO Application is unsuccessful, the proceeds Bank Julius Baer & Co. Ltd., Singapore branch 101

108 of the relevant IPO Advance or any part thereof (the Refunded Amount ) will be returned to the Bank and pending such return shall be held in trust for the Bank. The Client acknowledges that it shall have no right, title or interest of any nature whatsoever to or in the Refunded Amount and shall not be entitled to demand payment from the Bank or its nominee (as the case may be) of the Refunded Amount or any part thereof. Notwithstanding an unsuccessful IPO Application, the Client shall still be liable to the Bank for interest and Costs on any IPO Advance. 5.5 Without prejudice to the generality of any other provision of the Client Agreement and Facility Documents, the Bank shall not be liable to the Client for any Loss of whatsoever nature and howsoever arising from any omission, error or delay in the transmission of any instructions relating to the IPO Application or in the making or lodgement of an IPO Application. 6 FINANCIAL TRANSACTIONS 6.1 The Client may, subject to receiving the prior approval of the Bank where applicable, utilise any of the Trading Facilities for Financial Transaction(s), provided that the duration of any Financial Transaction shall, unless otherwise agreed by the Bank, not exceed the period of twelve (12) months (or such other period as may be determined from time to time by the Bank in its absolute discretion). The terms and conditions set out in Section 4 Terms and Conditions for Financial Transactions shall apply to all Financial Transactions entered into by the Client. 6.2 The Margin requirements in respect of any of the Trading Facilities shall be determined by the Bank in its absolute discretion. The Bank may at any time and from time to time in its absolute discretion revise such Margin requirements without notice (whether oral or otherwise) to the Client and without any obligation to provide any reason thereof. 7 OVERDRAFT FACILITY 7.1 The Client may, subject to receiving the prior approval of the Bank where applicable, draw on the relevant Overdraft Account(s) in accordance with the terms of the Facility Documents. The Bank shall, at any time, have the right to refuse any drawing or utilisation from any Overdraft Account. Interest on all drawings shall be payable monthly at the end of the calendar month in arrears (unless otherwise provided in the relevant Confirmation Letter, Application for Facilities or notified by the Bank to the Client (whether in writing or otherwise)). All or any part of the drawings or utilisations together with any unpaid interest thereon and Costs (if any) are repayable, and shall be repaid in full by the Client immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment). 7.2 The Bank may, in its absolute discretion, allow any overdraft or increase of overdraft beyond any specified overdraft limit from time to time in respect of any Account (but without prejudice to the Bank s right to refuse to allow any subsequent overdraft or increase of overdraft beyond any specified overdraft limit from time to time). Any such overdraft or increase of overdraft shall be deemed to be a drawing or utilisation under a Facility and the terms and conditions set out in this Section and the other Sections of the General Terms and Conditions shall apply thereto, notwithstanding that the Client may not have executed the Application for Facilities or Confirmation Letter. 8 ISSUE OF GUARANTEES 8.1 The Client may, subject to receiving the prior approval of the Bank (including prior approval of the Bank for the terms and conditions and the form and duration of the relevant Guarantee), request for the issue of a Guarantee by executing and delivering to the Bank, not later than three (3) Bank Business Days (or such later date agreed to by the Bank) before the proposed date of issue of such Guarantee, such documents (including an application and any related undertaking to indemnify and reimburse the Bank in respect of the Bank s obligations under such Guarantee) and any approvals and consents which the Bank may require in connection with such issue. 8.2 In consideration of the Bank issuing, at the Client s request, Guarantees from time to time (whether as surety, principal debtor, primary obligor or otherwise), the Client hereby agrees that: each Guarantee issued under the Facilities shall be issued in such form as the Bank shall in its absolute discretion deem fit; the Bank need not check or verify the use or purpose of any Guarantee which the Client requests to be issued under the Facilities; if the Bank notifies the Client (whether in writing or otherwise) that a beneficiary or any other person entitled to receive Bank Julius Baer & Co. Ltd., Singapore branch 102

109 payment under a Guarantee (the Beneficiary ) has made a claim or demand on the Bank to pay any sum under a Guarantee, the Client shall forthwith on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) pay to the Bank all amounts payable by the Bank under or in connection with that Guarantee (whether or not the Bank has already paid such sum), notwithstanding that at the time of such claim or demand, the Bank is not liable or required by law to make any payment under or in connection with that Guarantee and notwithstanding any fact or circumstance which may constitute a defence or discharge to the Bank in respect of such claim or demand; and (d) the Bank may at all times immediately pay, discharge and satisfy any amounts claimed or demanded by the Beneficiary under or in connection with any Guarantee without reference to or further authority from the Client and without any or further investigation or enquiry and notwithstanding that the Client disputes the validity of any such demand or payments (whether or not such dispute is disclosed or known to the Bank). The Bank need not concern itself with the propriety of any claim made or purported to be made under or in connection with any Guarantee and it shall not be a defence to any demand made by the Bank of the Client (whether such demand is made orally or otherwise) in relation to any Guarantee, nor shall any of the Client s obligations hereunder be affected or impaired by the fact that the Bank was or might have been or be justified in refusing payment, in whole or in part, of any such amounts claimed or demanded. 8.3 The Client further undertakes to indemnify and hold harmless the Bank, its Agents, Affiliates and their respective directors, officers, employees and agents from and against any and all Loss sustained or incurred by any of the foregoing and arising out of, in connection with, or as a result of, any Guarantee, including any action for injunctive relief or other judicial or administrative relief or arbitration arising out of or in connection with any Guarantee. 8.4 Unless otherwise expressly agreed by the Bank in writing, and notwithstanding any automatic reduction clause in any Guarantee, the obligation of the Client to indemnify the Bank for the full amount of the Bank s liability under any Guarantee shall not be reduced by reason of any partial performance of the contract between the Beneficiary of that Guarantee and the Client. 8.5 In the event that the Bank agrees to amend any Guarantee so as to: extend the expiry of that Guarantee or the time within which claims may be presented under that Guarantee; modify any other term of that Guarantee; or increase the amount of that Guarantee, the obligations of the Client under the Facility Documents shall, notwithstanding any such amendment (however fundamental and of whatsoever nature), not be affected or impaired and be binding on the Client with regard to that Guarantee as so amended and to any action taken by the Bank or any of the Bank s Agents or correspondents pursuant to such amendment. 8.6 The Bank is authorised to accept or, as the case may be, pay all drafts or documents purporting to be drawn or presented under any SBLC. (d) (e) (f) The Client shall, as applicable, accept and pay, or accept upon presentation and pay at maturity, all documents presented or drafts drawn in accordance with the terms of any SBLC. The Bank may restrict negotiations under any SBLC to the Bank s Affiliates and/or any Agent of its choice and the Bank is authorised to accept and/or pay for the account of the Client all drafts purporting to be drawn upon the Bank, any of Bank s Affiliates and/or Agents (as the case may be) under such SBLC. In relation to the tender of documents under any SBLC, it shall be sufficient and proper compliance with the terms thereof if the documents purport to be in order and, taken as a whole, contain the description of the obligations as given in the SBLC and appear complete and regular on their face under general scrutiny and none of the Bank, its Affiliates and/or Agents shall be responsible for the genuineness, correctness or form of documents or any endorsement thereon or any misrepresentation therein as to any matter. The Client shall hold the Bank, its Affiliates and Agents free from any liability or responsibility for the consequences (which shall not, in any way, affect the rights of the Bank hereunder) arising from delay, interruption, mutilation, omission, loss or other error in transit, transmission or otherwise of any message, letter, document, draft or the proceeds thereof whether by mail, facsimile or otherwise, or any error in translation or interpretation of technical terms or arising from any ambiguity in Instructions from the Client and the Bank shall have the right to transmit the terms of any SBLC without translating them. The Client shall indemnify the Bank, its Affiliates and Agents in respect of any Loss howsoever arising from or in connection with any SBLC or the related documents, property or proceeds. 8.7 None of the Bank, its Affiliates or Agents shall be responsible for the following and none of the following shall, in any way, affect Bank Julius Baer & Co. 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110 the rights of the Bank hereunder: the form, legal effect, correctness, validity, sufficiency or genuineness of documents even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; failure of any draft to bear any reference or adequate reference to the relevant SBLC, or failure of documents to accompany any draft at negotiation, or failure of any person to send documents apart from drafts as required by the terms of the SBLC or failure of any person to note the amount of any draft on the reverse of a SBLC or to surrender or take up a SBLC; and any consequences arising from causes beyond the reasonable control of the Bank. 8.8 No invalidity or unenforceability of all or any part of this Clause 8 shall affect any rights of indemnity or otherwise (whether from the Client or any other person) which the Bank could or may have in the absence of or in addition to this Clause 8. The indemnity in this Clause 8 shall continue until all the terms, covenants and conditions of the Facility Documents have been fully and completely performed by the Client or otherwise discharged and the Bank has been irrevocably and completely discharged from all its obligations under each of the Guarantees. 9 INTEREST AND SERVICE CHARGES 9.1 Interest shall be charged in respect of any Facility at such rate and calculated and compounded on such basis as the Bank may in its absolute discretion determine from time to time or, if applicable, at such rate as may be stipulated in the relevant Confirmation Letter or Facility Documents provided always that, notwithstanding the foregoing, the Bank shall be entitled at any time and from time to time (including after any drawings, utilisation or otherwise of the Facilities and/or in respect of any existing advance made under the Facilities) to vary the rate of interest (including default interest) in its absolute discretion. 9.2 Guarantee commission shall not be refundable in respect of any period following the discharge, release or cancellation, for any reason whatsoever, of the relevant Guarantee. 9.3 The Bank shall be entitled to charge default interest at such rate as the Bank may determine in its absolute discretion from time to time above the interest rate then applicable to the relevant Facility, which default interest shall be calculated on a monthly compounded basis or at such rate or rates and calculated and compounded on such basis as the Bank may in its absolute discretion determine from time to time, on any monies (whether principal, interest, default interest, fees, charges, expenses, commissions or otherwise) not paid by the Client when due from the due date(s) until payment of such monies after as well as before judgment. 9.4 Interest (including default interest) shall continue to be charged, and the Bank shall be entitled to continue to capitalise interest in relation to outstanding amounts owed in respect of any Facility or on other monies (as applicable), notwithstanding the termination of any Account or Facility or the Client s relationship with the Bank, until payment in full of all sums owing by the Client to the Bank after as well as before judgment. 9.5 Interest (including default interest) charged in respect of any Facility shall be calculated on the basis of the actual number of days elapsed in a 365-day year or a 360-day year as the Bank may specify in accordance with market convention. 9.6 A service charge may be charged by the Bank in respect of any Facility granted to the Client in such quantum or at such rate as the Bank may in its absolute discretion determine from time to time. The Bank reserves the right to charge for any excess drawings or utilisations above the stipulated limit (if any) at rates to be determined by the Bank in its absolute discretion. 10 PAYMENT PROVISIONS 10.1 If any payment falls due on a day which is not a Bank Business Day, such payment shall be made on the next succeeding Bank Business Day and all calculations of interest, commission and fees shall be adjusted accordingly, provided that in the case of the payment of any Fixed Advance and/or the interest accruing thereon only, if such next succeeding Bank Business Day falls in another calendar month of the year, such payment shall be made on the immediately preceding Bank Business Day and all calculations of interest, commission and fees shall be adjusted accordingly If any Facility is terminated under any provision of a Facility Document, any sum which is payable under that Facility on a date falling after the date of such termination shall be prepaid on the date of such termination and all calculations of interest, commission, expenses and fees shall be adjusted accordingly. The Client shall in every such case indemnify the Bank for any Bank Julius Baer & Co. Ltd., Singapore branch 104

111 broken funding cost sustained or incurred by the Bank as a result of each such prepayment. 11 APPLICATION OF MONIES If any sum paid or recovered in respect of any part of the Total Liabilities is less than the Total Liabilities at such time, the Bank may apply that sum to expenses, interest, fees, commission, principal or any amount due in such proportions and order and generally in such manner as the Bank may, in its absolute discretion, think fit or may credit the sum or part thereof to a suspense account if the Bank thinks fit, and the Client or the payer shall have no right to make any appropriation. 12 REPRESENTATIONS AND WARRANTIES In addition to any other representations, warranties and/or undertakings in the Client Agreement and/or any Facility Document, the Client hereby represents, warrants and undertakes to the Bank on behalf of itself and every other Security Party (as the case may be) at all times: 12.1 (where it is a corporation) it is a limited liability corporation, duly incorporated and validly existing under the laws of its country of incorporation and has the power to own its assets (including Assets) and carry on its business as it is being conducted and has all necessary power, capacity, authority, consents and approvals to enter into, perform and/or discharge its obligations under the Client Agreement, the Facility Documents and any other agreement with the Bank and the performance thereof and the obligations contained therein do not and will not: contravene any existing Applicable Laws or any judgment or order of a court or tribunal of any jurisdiction, or, decree or permit to which the Client and/or Security Party is subject; or conflict with or result in any breach of the terms or constitute any default under any agreement or other instrument to which the Client and/or Security Party is a party or is subject or by which any of the Client s and/or Security Party s assets (including Assets) are bound; 12.2 its obligations in each Facility Document are legal, valid, binding and enforceable and all acts, conditions and things (including the obtaining of all consents, licences, registrations or filings and the taking of all corporate action) required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations under, each Facility Document, make each Facility Document admissible in evidence in its country of incorporation and in Singapore, enable it to create the security under each Security Document to which it is a party and ensure that the relevant security has and will have the priority and ranking which it is expressed to have in the relevant Security Document, have been taken, obtained, fulfilled and done and are in full force and effect; 12.3 its execution and delivery of, and performance of the Transactions contemplated by, the Facility Documents do not and will not conflict with or constitute a default or exceed any limitation under any Applicable Laws, judgment, order, licence, concession, permit or consent applicable to it, any provision or any powers granted under its constitutive documents or any agreement or instrument binding upon it or any of its assets (including Assets), nor (except for any security created under any of the Security Documents) result in the existence of, or oblige it to create, any security over any of its assets (including Assets); 12.4 there are no charges, mortgages, pledges or liens in respect of any of its assets (including Assets) except those which have been previously disclosed to the Bank in writing prior to its entry into the Facility Documents or for which the prior written consent of the Bank has been obtained; 12.5 no litigation, arbitration or administrative proceedings of or before any court, tribunal, arbitral or administrative body or government agency has been commenced or threatened against or otherwise affecting it; and 12.6 no legal or other proceedings has been initiated or threatened and no meeting has been convened for the bankruptcy, windingup, liquidation, termination of existence or reorganisation of, or for the appointment of a receiver, manager (judicial or otherwise), trustee or similar officer of, it or in respect of any or all of its assets (including Assets). 13 UNDERTAKINGS In addition to any other representations, warranties and/or undertakings in the Client Agreement and/or any Facility Document, the Client undertakes that, at all times it shall, and shall procure that every other Security Party shall: 13.1 conduct its business in accordance with all Applicable Laws binding upon it and its operations or assets (including Assets) and Bank Julius Baer & Co. Ltd., Singapore branch 105

112 shall promptly pay all Taxes assessed against it or any of its assets (including Assets); 13.2 promptly provide the Bank with its financial statements (including its last audited balance sheet and profit and loss account) and all other information and documents as may reasonably be required by the Bank after any request by the Bank (whether such request is made orally or otherwise) for the same; 13.3 immediately notify the Bank in writing of any change in any information provided to the Bank in connection with any Facility; 13.4 promptly give notice to the Bank of the occurrence of any Event of Default or any event which may potentially constitute an Event of Default; 13.5 promptly, upon the request of the Bank (whether such request is made orally or otherwise), execute, acknowledge, deliver and register at the Client s own expense all such additional documents and perform such other acts as shall be necessary or appropriate in connection with any Facility; and 13.6 comply, at the Client s own cost, with all Applicable Laws relating to all Transactions contemplated under or in connection with the Facilities, whether in Singapore or in any other jurisdiction. 14 EVENT OF DEFAULT AND TERMINATION 14.1 Without prejudice to any other rights of the Bank hereunder or otherwise at law, upon the occurrence of any Event of Default or Default, the Bank shall (but is not obliged to) immediately or at any time thereafter be entitled to exercise its rights and do any one or more acts in Clause 19.2 of Section 1 Terms and Conditions for Accounts in any order as the Bank shall in its absolute discretion deem fit, without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person, without providing any reasons for its actions to the Client, any Security Party and/or any other person, and without being obliged to grant, provide or extend such time to the Client, any Security Party and/or any other person, as may be necessary to implement any Mechanics of Payment (where applicable). 15 COSTS AND EXPENSES Without prejudice to the generality of any other provision in the Client Agreement and the Facility Documents, any and all Costs incurred by the Bank and any Taxes arising in relation to any Facility granted or extended to the Client (whether or not such Facility is cancelled prior to drawing or utilisation thereof), and in preserving, protecting, exercising or enforcing any Collateral provided to secure any part of the Total Liabilities or any right, power or remedy of the Bank for the recovery of any sum due or owed by the Client to the Bank or by any other Security Party to the Bank, shall be paid forthwith on demand to the Bank by the Client (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) and until payment in full, shall bear interest at such rate and on such basis as the Bank may in its absolute discretion, determine from time to time. In addition, where the Client is in default of payment of Taxes, duties, levies, charges or obligations whatsoever charged or falling due, or is in default of payment of any insurance premium, legal or inspection or valuation fees, out-of-pocket expenses or Costs of any kind whatsoever, the Bank may in its absolute discretion meet such expenses and shall be reimbursed by the Client in accordance with the preceding sentence. 16 GENERAL SECURITY 16.1 Without prejudice to any other provisions in the Client Agreement and the Facility Documents, where the Facilities are required to be secured by mortgage(s) or property(ies) or by debentures or other securities or by Surety Instruments, the Client agrees to execute, or to procure that the owner(s) of the property(ies) or the appropriate parties execute and deliver, the mortgage(s), debentures, securities, Surety Instruments and/or any other Security Documents in form containing such terms, covenants and conditions as may be required by the Bank. If required by the Bank, the Client shall deliver legal opinions and supporting documents certifying the legality and enforceability of any such mortgage, debenture, security, Surety Instrument and/or Security Documents together with any necessary consents, licences, approvals or authorisations, in form and substance satisfactory to the Bank. The title of mortgages or property must be good and in order and the acceptability of any shares or marketable Securities offered as security shall be determined by the Bank in its absolute discretion Any Collateral (including any Surety Instrument) taken by or given to the Bank shall continue to be held by the Bank and shall not be released or withdrawn until the Total Liabilities have been fully repaid to the satisfaction of the Bank and any expired Guarantees or any instruments whatsoever from time to time issued by the Bank for the Client s account have been returned to the Bank for cancellation. Bank Julius Baer & Co. 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113 16.3 The Client shall, and, where applicable or if required by the Bank, shall procure that every other Security Party and/or any other person(s) does, provide upon demand (whether such demand is made orally or otherwise) such Collateral or additional Collateral in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such Collateral) If the Collateral Value is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including: requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise) provide the Bank with additional Collateral in such form and value acceptable to the Bank and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Collateral); requiring the Client to reduce or prepay all or part of the Total Liabilities immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment); and/or immediately selling or realising any and/or all of the Collateral or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 16.4 and/or Clause 16.4 of this Section or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Collateral and/or to reduce or prepay all or part of the Total Liabilities and such time granted, provided or extended has not expired. All expenses and charges incurred thereby (including those incurred as a result of the prepayment of all or any part of the Total Liabilities and those incurred in any currency conversions) shall be borne by the Client on a full indemnity basis The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client s expense (including the payment of Costs incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank s security interest in the Collateral, Margin or any part thereof and the Bank s title to the security thereby constituted or intended to be constituted by the Collateral and/or Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation The Bank s determination under this Clause 16 (including determination of the Collateral Value) at any time shall be final, binding and conclusive on the Client. All Costs in relation to the valuation of any and all Collateral shall be borne by the Client. The Bank may determine at any time in its absolute discretion that the Collateral Value is zero, notwithstanding that the market value of such Collateral is otherwise. 17 GENERAL 17.1 All the rights, powers and remedies under the Client Agreement and the Facility Documents shall apply to all the Client s past, present, future and contingent obligations and liabilities owed to the Bank, including those arising under successive transactions which shall either continue as existing obligations and liabilities, increase or decrease them at any time or from time to time or create new obligations or liabilities after any or all prior obligations and liabilities have been satisfied, and notwithstanding the incapacity, bankruptcy, winding-up, liquidation or any other event or proceeding affecting the Client Each of the rights, powers, and remedies conferred on the Bank by the Client Agreement and the Facility Documents shall be in addition to and not in derogation of all other rights, powers and remedies conferred on the Bank by virtue of any agreement, security, statute or rule of law or equity Time shall in all respects be of the essence in the performance of all of the Client s obligations A certificate signed by any of the Bank s officers as to any amount at any time payable by the Client to the Bank on any Account or in respect of any Facility or hereunder and any other certificate, determination, notification or opinion of the Bank shall be Bank Julius Baer & Co. Ltd., Singapore branch 107

114 conclusive and binding on the Client and every other Security Party save for manifest errors. 18 WAIVER AND SEVERABILITY No failure, omission or delay on the Bank s part in exercising any right, power or remedy under the Facility Documents shall be construed as a waiver thereof or acquiescence therewith or impair such right, power or remedy or operate as a waiver, nor shall any single or partial exercise of the same preclude any further exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in the Facility Documents are cumulative and do not exclude any other rights, powers and remedies provided by law. If at any time any provision of any Facility Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, and of the remaining provisions of the Facility Documents shall not be affected or impaired thereby. Bank Julius Baer & Co. Ltd., Singapore branch 108

115 SECTION 6 TERMS AND CONDITIONS FOR E-JBS Bank Julius Baer & Co. Ltd., Singapore branch

116 SECTION 6 TERMS AND CONDITIONS FOR E-JBS 1 DEFINITIONS 1.1 Unless otherwise defined in this Section, terms and references defined in Section 1 Terms and Conditions for Accounts and/ or in any other Sections of the General Terms and Conditions shall have the same meaning in this Section. 2 ACCESS TO E-JBS 2.1 Access to e-jbs shall be subject to the e-jbs Terms and is granted to person(s) having identified themselves by entering: the e-jbs User ID, the e-jbs Password, and a random number generated on the Secure PIN Token in accordance with the Bank s instructions and procedures regarding the use of such Access Procedures. The Bank shall have no obligation or responsibility to ensure that such person(s) entering the above information and accessing the e-jbs through the Access Procedures is/are the Client and/or its Authorised Representative(s). 2.2 The first time the Client or its Authorised Representative enters the applicable e-jbs User ID and secure personal identification number code/number ( Secure PIN ) on the e-jbs user log-on entry web page, it will be asked to create an e-jbs Password. An Activation Code will be generated which then has to be provided by the Client or its Authorised Representative to the Client s dedicated relationship manager, in order for e-jbs to be activated and the Client or its Authorised Representative to be granted access to the Core Services for the relevant Account. The Bank strongly recommends that the e-jbs Password be changed periodically and that the Client and/or its Authorised Representative follows the password and security management instructions displayed in the e-jbs user log-on entry web page. 2.3 The Bank is authorised to act upon any Electronic Instruction. The Bank shall not be liable to any person for any Loss of whatsoever nature and howsoever arising in connection with the Bank acting upon or pursuant to such Electronic Instruction. The Bank shall not be obliged to investigate or inquire into the authenticity of the Electronic Instruction or the authority of the person effecting such Electronic Instruction or to verify the accuracy and completeness of such Electronic Instruction. The Bank may at its absolute discretion and without any obligation to give any reason, refuse to act on any Electronic Instruction without notice (whether oral or otherwise) to the Client and/or its Authorised Representative(s). 2.4 Notwithstanding the foregoing, the Bank may at its absolute discretion and without stating reasons require that the Client or each Authorised Representative identify itself by any alternative means (including by signature or in person or otherwise) as required by or satisfactory to the Bank, and/or to give confirmation of any Electronic Instruction (whether in writing or otherwise and in such form and manner as prescribed by the Bank from time to time) before the Bank proceeds to act on such Electronic Instruction. 2.5 The Client unconditionally accepts that all Transactions (including confirmed orders to buy or sell Securities and units in Investment Funds) via the Accounts accessible through e-jbs and which were carried out using e-jbs in connection with the Client s or an Authorised Representative s form of identification and without a written order, are irrevocable and binding on the Client. 2.6 The Client hereby acknowledges and understands that the transmission of Electronic Instructions to the Bank through e-jbs may not be received completely, accurately or at all, by the Bank for reasons beyond the Bank s reasonable control including mechanical, software, computer, telecommunications or electronic failure. The Client acknowledges and agrees that the Bank shall not be liable to the Client in any way for any Loss whatsoever or howsoever caused, arising, directly or indirectly, in connection with the transmission, failure of transmission, or incomplete or inaccurate transmission of Electronic Instructions to the Bank through e-jbs or any lack of confirmation of receipt of any Electronic Instruction by the Bank for whatever reason. 2.7 Where the Client has requested and authorised the Bank to deliver Communications electronically via e-jbs, the Client acknowledges and agrees that all Communications made by the Bank via e-jbs pursuant to such request and authorisation shall be deemed to have been duly delivered to and received by the Client on the date the Communication is issued or the date stated Bank Julius Baer & Co. Ltd., Singapore branch 109

117 on such Communication (whichever is earlier), notwithstanding that the Client does not access e-jbs for any reason whatsoever. The Client shall bear full responsibility to take note of the content of all Communications via e-jbs in a timely manner and the Client agrees that it shall not subsequently raise any argument that the Client was not duly notified or informed (whether orally or otherwise) by the Bank of any matter contained in any Communication via e-jbs. The Client assumes full responsibility for all consequences of and all Loss suffered or incurred by it, its Authorised Representative(s), the Bank and/or any other person(s) whatsoever in connection with the delivery of Communications via e-jbs. The Client agrees to assume all risks associated with Communications delivered via e-jbs and any related action, inaction or omission by the Bank, including all and any Loss resulting from any delay in the Client s actual receipt of such Communications and missed opportunities. 3 SALE AND PURCHASE OF SECURITIES AND UNITS IN FUNDS 3.1 The Client accepts and acknowledges that orders from the Client or its Authorised Representative(s) to buy and/or sell Securities listed or traded on any stock exchange may not be processed immediately or at any time of the day but are dependent, among other things, on the time and day that such orders are received by the Bank, on the trading days and times of the relevant stock exchange concerned, and the public holidays and working hours of the Bank. The Client also acknowledges that the Bank will not accept any Electronic Instruction to sell Securities unless the Client holds such Securities in the Account. 3.2 For orders to purchase and/or sell units in Investment Funds, the Client accepts and acknowledges that orders from the Client or its agent to buy and/or sell units in Investment Funds may not be processed immediately or around the clock but that processing is dependent, among other things, on the time and day that such orders are received by the Bank, on the business hours and on the days and times when the manager of the relevant Investment Funds processes subscription redemption requests relating to the relevant Investment Funds. The Client also acknowledges that the Bank will not accept any Electronic Instruction to sell units in Investment Funds unless the Client holds such units in the Account. 3.3 The Client agrees that proof of any transmission of orders by the Client or its Authorised Representative(s) via e-jbs shall not constitute proof of receipt of these orders by the Bank. 3.4 The Bank shall not be liable for orders which are not executed in time or for any Loss incurred as a result thereof where the Bank has acted reasonably. 4 OBLIGATION TO EXERCISE DUE DILIGENCE ON THE PART OF E-JBS USERS 4.1 The Client and each Authorised Representative shall treat the Access Procedures confidentially and shall take the necessary steps to protect them against misuse by unauthorised persons. In particular, it is advisable that the e-jbs Password not be: stored without adequate protection, including on the computer of the Client or an Authorised Representative; written down on any device for accessing e-jbs or on anything usually kept with or near it; or written down or recorded without being disguised. The Client shall bear all risks arising from the inadvertent disclosure or misuse of the Access Procedures. 4.2 The obligation of confidentiality in this Clause 4 applies to the Client and each Authorised Representative. The Client shall thus also be liable for any Loss suffered or incurred by the Bank resulting from any Authorised Representative misusing any other Authorised Representative s Access Procedures and shall have no claim against the Bank with respect to any Loss suffered or incurred by it and/or its Authorised Representative(s) in connection therewith. 4.3 If there is any reason to suspect that unauthorised third parties have knowledge of the Client s or any Authorised Representative s Access Procedures or that any Access Procedure has been compromised in any other way ( Compromised Access Procedure ), the Client or any Authorised Representative (as the case may be) must immediately cease to use such Compromised Access Procedure and notify the Bank immediately of such compromise or suspected compromise (each, a Security Notification ). The Bank may, in its absolute discretion, request for any Security Notification given orally to be confirmed in writing by the Client and until such written confirmation is actually received by the Bank, the Bank shall not be obliged to act upon the Security Notification. 4.4 In the event a Security Notification has been given by the Client, the Client understands that it is the Client s responsibility to ascertain which Electronic Instructions that have not been processed are valid and if the Client wishes to have such Electronic Instructions carried out, the Client shall re-instruct the Bank in writing to carry out those Electronic Instructions. Bank Julius Baer & Co. Ltd., Singapore branch 110

118 4.5 The Client hereby acknowledges that the Bank shall be entitled to deactivate or revoke the use of any one or more of the Access Procedures at any time without assigning any reason and without prior notice (whether oral or otherwise) to the Client. 4.6 The Client hereby acknowledges and confirms that the Client shall be bound by all Electronic Instructions and Transactions resulting from any Electronic Instruction made which are referable to any Compromised Access Procedure until such time as the Bank has received the Security Notification from the Client and has effected cancellation of the Compromised Access Procedure, and accordingly, the Client agrees that the Client shall be liable for all such transactions which were processed by the Bank prior to or at the time of such cancellation, or which the Bank, notwithstanding its reasonable endeavours, was unable to stop the processing of. 4.7 The Client hereby agrees that the Bank shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise, for any Loss whatsoever (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the Client as a result of: any Transaction resulting from any Electronic Instruction made by the Client or purportedly made by the Client and referable to such Compromised Access Procedure and which was processed by the Bank prior to or at the time of cancellation of the Compromised Access Procedure, or which the Bank, notwithstanding its reasonable endeavours, was unable to stop the processing of; and/or any failure by the Bank to carry out any Electronic Instruction referable to a Compromised Access Procedure which was outstanding at the time the Bank was cancelling such Compromised Access Procedure and which the Bank had stopped the processing of. 4.8 For the purposes of this Clause 4, an Electronic Instruction shall have been processed where the Bank has commenced carrying out the Electronic Instruction and it is no longer reasonably able to cancel or revoke the Transaction without causing prejudice to the Bank as determined by the Bank in its absolute discretion, and an Electronic Instruction is outstanding where it is at any stage prior to being processed. 4.9 The Client and/or each Authorised Representative shall comply with the Bank s terms and guidelines as may be provided at any time and from time to time, including guidelines on secure Internet banking. 5 SECURITY WITH E-JBS; NON-LIABILITY ON THE PART OF THE BANK 5.1 The Client and each Authorised Representative shall be responsible for obtaining and using the web browser, other software, hardware and/or equipment necessary to obtain access to e-jbs, at its own risk and expense. If new or different versions of the web browser, other software, hardware and/or equipment necessary for the operation of e-jbs become available, the Bank reserves the right not to support any prior version of the web browser, other software and/or hardware equipment. If the Client and/or any Authorised Representative fail(s) to upgrade the relevant software and/or web browser or to use the enhanced version of software, web browser, hardware and/or equipment required by the Bank, the Bank may reject the Electronic Instructions or Communications, or may not receive the Electronic Instructions or Communications at all or may receive the same partially or inaccurately, or may process the Electronic Instructions incorrectly, or the Client and/or its Authorised Representative may not be able to obtain access to all features and/or services available, and the Bank shall not be held liable as a result thereof. 5.2 Without limitation to any other risk inherent to or associated with the use of an e-banking system such as e-jbs, the Client hereby acknowledges the following risks: insufficient technical knowledge and lack of safety precautions can make it easier for unauthorised persons to access the system. It is the Client s and each Authorised Representative s responsibility to inform itself of the necessary security precautions. The possibility that the network provider may profile the Client s or each Authorised Representative s user characteristics cannot be ruled out; there is a latent danger that third parties could gain unnoticed access to a computer system of the Client or any Authorised Representative during an Internet session (for example, via a Java application). There is also the possibility that third parties may record Communications or Electronic Instructions with the Bank resulting in unintended disclosures; information communicated via the system may be altered, mutilated, misrouted, delayed, or deleted due to technical failures, interruptions or malfunctions during transmissions, and other risks include errors in transmission, technical defect, data corruption, power failure, breakdown of telecommunication networks, fraud, forgery, misunderstanding, fraud Bank Julius Baer & Co. Ltd., Singapore branch 111

119 or forgery of third parties or any Force Majeure Event. There is also the danger of intrusion or attack by any person, hardware, software, virus, trojan horse, worm, bot and/or macro or other harmful components that may interfere with e-jbs, the web browser or the computer system of the Bank, the Client, any Authorised Representative or the network provider; and (d) it is important that the Client and/or each Authorised Representative only download(s) and use(s) software from reliable sources. 5.3 The Client s and/or any Authorised Representative s e-jbs User ID, e-jbs Password and Secure PIN Token and any other relevant Access Procedure issued by the Bank may be dispatched by the Bank by registered mail to the last known address of the Client or the Authorised Representative or in such manner as may be advised by the Client or the Authorised Representative, as the case may be, at the Client s or each Authorised Representative s risk. For the avoidance of doubt, the Secure PIN Token and other Access Procedures shall remain the exclusive property of the Bank. Each of the Client and the Authorised Representative agrees to comply with the Bank s instructions and procedures regarding the use of Access Procedures. 5.4 The Bank does not represent or warrant that any Content, information or data transmitted via e-jbs is accurate, complete and/ or not misleading in any way. The Bank assumes no responsibility whatsoever for the accuracy, timeliness and completeness of e-jbs data which it transmits via e-jbs. Without limitation to the foregoing, information regarding Accounts and Transactions (including balances and statements) and generally available information such as stock market prices and foreign exchange rates is to be regarded as non-binding. 5.5 The Bank shall in no event be liable for any Loss suffered or incurred by the Client and/or any other person(s) whatsoever including direct, indirect, special or consequential damage, or economic loss arising from or in connection with: transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, Internet malfunctions, interruptions or other deficiencies on the part of the network providers; and/or any software it may have supplied (for example, via diskette, any other electronic storage device or download), or for consequences resulting from or occurring during transport of the software via the Internet. 5.6 The Bank may from time to time upgrade, modify or alter the e-jbs services at any time and at its absolute discretion. The Bank shall not be liable if any such upgrade, modification or alteration prevents the Client and/or any Authorised Representative from fully accessing and/or using e-jbs. 6 OBTAINING ACCOUNT BALANCE AND TRANSACTION HISTORY The data or information relating to the Account(s) (including the statements, balances and transactions) provided by the Bank via e-jbs may not be conclusive as to the latest current balance as deposits, withdrawals, buy/sell orders may be made or items charged without the relevant entry being made in time when the data or information is provided. The data or information provided is therefore not binding except where it is explicitly declared as such. 7 BLOCKING The Bank may in its absolute discretion, or at the request of the Client and/or Authorised Representative, block access and/or use by the Client and/or one or all of the Authorised Representatives to any or all of the Core Services at any time without stating reasons therefor and without prior notification (whether oral or otherwise) and the Bank shall not be liable or responsible for any Loss suffered by the Client arising out of or in connection with or by reason of such blockage. 8 FOREIGN LEGAL PROVISIONS/RESTRICTIONS 8.1 The Client acknowledges and accepts that due to the Applicable Laws of some jurisdictions, the Client and/or any Authorised Representative: may not be able to access or use e-jbs services from these jurisdictions; may be infringing the Applicable Laws of these jurisdictions (including any import and export restrictions governing encryption algorithms) when accessing e-jbs services from these jurisdictions; and/or Bank Julius Baer & Co. Ltd., Singapore branch 112

120 may be prevented by the Bank from accessing or using some or all of the services of e-jbs in such jurisdictions as the Bank may determine from time to time. 8.2 The Client acknowledges that it is the Client s responsibility and duty to ascertain whether e-jbs access or use will result in the infringement of any Applicable Laws. Accordingly, the Client agrees that it will not hold the Bank liable or responsible for any of the matters specified in Clause 8.1 above. 9 MARKETING The Client and/or each Authorised Representative agree(s) that the Bank may use data from e-jbs for its own marketing purposes. 10 CANCELLATION AND DISCONTINUANCE OF E-JBS The Bank may at its absolute discretion at any time cancel or discontinue e-jbs without prior notice (whether oral or otherwise) to the Client or any Authorised Representative. After cancellation or discontinuance, e-jbs may be reinstated in such manner and form on such terms and conditions as the Bank may determine at its absolute discretion. 11 VARIATION OF THE E-JBS TERMS Without prejudice to the generality of any other provision in the Client Agreement, the Client hereby acknowledges and agrees that the Bank may impose such further terms and conditions and make such changes to the e-jbs Terms as well as to any of the Bank s terms and conditions applicable to each of the Services (including Core Services) available under e-jbs as the Bank may in its absolute discretion deem fit from time to time. Upon any change in the e-jbs Terms, the Bank will notify the Client by such method of notification as may be designated by the Bank, which may include notification by way of or by posting the changes online at the Bank s website(s), and such changes shall be effective on and from the date specified by the Bank in such notification (which shall be binding upon receipt or deemed receipt by the Client) but if no such date is specified, on and from the date of such notification. If the Client uses e-jbs after such date, the Client is deemed to have accepted such amendment or variation. If the Client does not accept such amendment or variation, the Client must stop using and/or accessing e-jbs. 12 EVIDENCE AND RECORDS 12.1 The Client agrees that: all Electronic Instructions in electronic form are deemed to be written documents and the Client shall not dispute or challenge the validity or enforceability of any Electronic Instruction on the grounds that it is not a written document and the Client hereby waives any such right the Client may have at law; and all Electronic Instructions in electronic form are original documents and that the Client will not challenge the admissibility in evidence of any Electronic Instruction on grounds that it is made in electronic form The Client acknowledges and agrees that the Bank s records of all Electronic Instructions, Communications, operations or Transactions made or performed, processed or effected through e-jbs and/or the Core Services by the Client or any Authorised Representative or any person purporting to be the Client, acting or purportedly acting on behalf of the Client, with or without the Client s or that Authorised Representative s consent, and any record of any Transaction maintained or by any relevant person authorised by the Bank relating to or connected with e-jbs and/or the Core Services shall be binding and conclusive on the Client for all purposes whatsoever and shall be conclusive evidence of the Transaction and the Client s liability to the Bank. The Client hereby agrees that all such records are admissible in evidence and that the Client shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or were produced by or are the output of a computer system, and hereby waives any of the Client s rights (if any) to so object. 13 INTELLECTUAL PROPERTY RIGHTS 13.1 The Client hereby acknowledges that: the content, including text, software (including any html, Java script, java, common gateway interface (CGI) script or any other computer code), music, sound, photographs, video, graphics, graphical user interface, face, forms, diagrams or other material, used in connection with, incorporated or contained in or presented to the Client through e-jbs; and Bank Julius Baer & Co. Ltd., Singapore branch 113

121 any materials (including any software or computer code of any kind and user manuals) and/or information presented by the Client to the Bank for use with e-jbs, (all the aforementioned content and/or materials to be collectively referred to as Content ) are the exclusive property of the Bank and/or its third party licensors The Client hereby acknowledges and agrees that the Client is only permitted to use the Content as expressly authorised by the Bank. The e-jbs Terms do not transfer any right, title or interest in e-jbs or the Content to the Client and the Client may not copy, reproduce, modify, distribute, publish or commercially exploit the Content or create derivative works from the Content without expressly being authorised to do so by the Bank. The Client agrees that it shall not decompile, reverse engineer, input or compile any of the Content or attempt to do so The trade marks, service marks, trade names and logos used and displayed on e-jbs (the Trade Marks ) are registered and unregistered trade marks of the Bank and (where applicable) other persons. Nothing on e-jbs should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trade Marks displayed on e-jbs without the written permission of Bank or the applicable trade mark owner. The name of the Bank, the Trade Marks or any other mark owned by Bank may not be used in any way nor used as a metatag or as a hot link to any Bank site or any other site without the prior written permission of Bank. 14 TERMINATION BY CLIENT 14.1 The Client may terminate its use of e-jbs by giving one (1) calendar month s notice in writing to the Bank. Unless otherwise agreed by the Bank, such notice of termination from the Client shall not take effect until actually received by the Bank The Client shall immediately notify the Bank clearly in writing of its revocation or termination of the appointment, powers and authority of any of its Authorised Representative(s). Upon receipt of such written notification, the Bank shall terminate the use of e-jbs by such Authorised Representative(s). For the avoidance of doubt, until actual receipt by the Bank from the Client of such written notice of the revocation or termination of the appointment, powers or authority of any Authorised Representative, the Bank shall be entitled (but is not obliged) to act on the Instructions of such Authorised Representative(s). Bank Julius Baer & Co. Ltd., Singapore branch 114

122 BANK JULIUS BAER & CO. LTD Singapore Branch 8 Marina View, #43-01 Asia Square Tower 1 Singapore Singapore Telephone Fax The Julius Baer Group is present in some 50 locations worldwide. From Zurich (Head Office), Dubai, Frankfurt, Geneva, Guernsey, Hong Kong, London, Lugano, Monaco, Montevideo, Moscow, Nassau to Singapore. JULIUS BAER GROUP, 2015