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General Terms and Conditions These terms and conditions govern the relationship between Credit Suisse (Gibraltar) Limited ("the Bank", or “We”) and its Client (which term includes all persons, including a company, partnership, trustee or other legal entities in whose name the Bank opens an Account), subject to any special arrangements agreed in writing and any special regulations which the Bank may issue at any time. The terms and conditions set out the basis on which the Bank will provide the Client with investment services. Each provision of these terms and conditions of the Bank shall be deemed to apply in their entirety to the relationship between the Bank and the Client except to the extent that any are inconsistent with the terms of any special arrangement agreed in writing. The Bank recommends that the Client read these terms and conditions very carefully. If the Client is unsure about the meaning or effect of any of these terms and conditions, the Client should seek advice from an appropriate professional. The Client should keep these terms and conditions in a safe place for future reference. Any changes to the terms and conditions in relation to payment services shall be presented by the Bank no later than two months before their date of application. For any other changes a notice period of one month shall apply. Any changes presented by the Bank will be deemed to have been accepted unless the Client notifies the Bank otherwise before the date of entry into force of the new terms and conditions. The Client has the right to terminate the relationship and without charge before the date of the proposed application of the changes. The Client should contact their Relationship Manager if the Client has any questions about these terms and conditions. 1. Definitions In these terms:- "Account": means all accounts opened by the Bank in the name of the Client, including Custodian Accounts. "Alternative Investment": means investment in a Non-Traditional Investment Product with potential economic value. "Bank": includes the successors and assigns of the Bank. “Complex Product”: means a product which is not a non-complex product and generally means bonds or securitized debt that embed a derivative. “Commodity”: means any goods of a fungible nature that are capable of being delivered, including metals and their ores and alloys, agricultural products, and energy such as electricity. “Credit Institutions”: shall be construed in accordance with the provisions of the Financial Services (Banking) Act. "Custodian Account": means an account opened by the Bank in the name of the Client on the terms of paragraphs 23 and 24 below. "Deposit": means all sums from time to time standing to the credit of the Client either individually or jointly with any other person on any Account with the Bank. “Foreign Exchange Spot Contract”: is a binding obligation to buy or sell a certain amount of foreign currency at the current market rate. A spot deal will settle (in other words the exchange of currencies takes place) two working days after the deal is struck. “Forward Foreign Exchange Contract”: is a binding obligation to buy or sell a certain amount of foreign currency at a pre-agreed rate of exchange, on a certain date. “Investment Firm”: means any legal person whose regular occupation or business is the provision of one or more investment services to third parties or the performance of one or more investment activities on a professional basis. “Issuer”: means an entity which issues transferable securities and, where appropriate, other financial instruments "Joint Account": means an account opened in the name of more than one individual. “Local”: means member of a futures exchange who trades for his or her own account. “Mio.” means Million. “Non-Complex Products”: means generally shares admitted to trading on a regulated market or in an equivalent third country market, money market instruments, bonds or other forms of securitized debt (excluding those bonds or securitized debt that embed a derivative), UCITS and other non-complex financial instruments. Section 38 of the Financial Services (Markets in Financial Instruments) Regulations 2007 (“MiFID Regulations”) defines non- complex instruments as: “A financial instrument which is not specified in section 19(6)(a) of the Financial Services (Markets in Financial Instruments) Act 2006 (“ the MiFID Act”) shall be considered as non-complex if it satisfies the following criteria: (a) it does not fall within paragraph (c) of the definition of “transferable securities” in section 2 of, or any of paragraphs 4 to 10 of Section C in Schedule 1 to the MiFID Act;

General Terms and Conditions - USA - Credit Suisse Index, Currency Index, Foreign exchange, Futures contract, any precious metal or other commodity or option itself, and includes warrants

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Page 1: General Terms and Conditions - USA - Credit Suisse Index, Currency Index, Foreign exchange, Futures contract, any precious metal or other commodity or option itself, and includes warrants

General Terms and Conditions These terms and conditions govern the relationship between Credit Suisse (Gibraltar) Limited ("the Bank", or “We”) and its Client (which term includes all persons, including a company, partnership, trustee or other legal entities in whose name the Bank opens an Account), subject to any special arrangements agreed in writing and any special regulations which the Bank may issue at any time. The terms and conditions set out the basis on which the Bank will provide the Client with investment services. Each provision of these terms and conditions of the Bank shall be deemed to apply in their entirety to the relationship between the Bank and the Client except to the extent that any are inconsistent with the terms of any special arrangement agreed in writing.

The Bank recommends that the Client read these terms and conditions very carefully. If the Client is unsure about the meaning or effect of any of these terms and conditions, the Client should seek advice from an appropriate professional. The Client should keep these terms and conditions in a safe place for future reference.

Any changes to the terms and conditions in relation to payment services shall be presented by the Bank no later than two months before their date of application. For any other changes a notice period of one month shall apply. Any changes presented by the Bank will be deemed to have been accepted unless the Client notifies the Bank otherwise before the date of entry into force of the new terms and conditions. The Client has the right to terminate the relationship and without charge before the date of the proposed application of the changes.

The Client should contact their Relationship Manager if the Client has any questions about these terms and conditions.

1. Definitions In these terms:-

"Account": means all accounts opened by the Bank in the name of the Client, including Custodian Accounts.

"Alternative Investment": means investment in a Non-Traditional Investment Product with potential economic value.

"Bank": includes the successors and assigns of the Bank.

“Complex Product”: means a product which is not a non-complex product and generally means bonds or securitized debt that embed a derivative.

“Commodity”: means any goods of a fungible nature that are capable of being delivered, including metals and their ores and alloys, agricultural products, and energy such as electricity.

“Credit Institutions”: shall be construed in accordance with the provisions of the Financial Services (Banking) Act.

"Custodian Account": means an account opened by the Bank in the name of the Client on the terms of paragraphs 23 and 24 below.

"Deposit": means all sums from time to time standing to the credit of the Client either individually or jointly with any other person on any Account with the Bank.

“Foreign Exchange Spot Contract”: is a binding obligation to buy or sell a certain amount of foreign currency at the current market rate. A spot deal will settle (in other words the exchange of currencies takes place) two working days after the deal is struck.

“Forward Foreign Exchange Contract”: is a binding obligation to buy or sell a certain amount of foreign currency at a pre-agreed rate of exchange, on a certain date.

“Investment Firm”: means any legal person whose regular occupation or business is the provision of one or more investment services to third parties or the performance of one or more investment activities on a professional basis.

“Issuer”: means an entity which issues transferable securities and, where appropriate, other financial instruments

"Joint Account": means an account opened in the name of more than one individual.

“Local”: means member of a futures exchange who trades for his or her own account.

“Mio.” means Million.

“Non-Complex Products”: means generally shares admitted to trading on a regulated market or in an equivalent third country market, money market instruments, bonds or other forms of securitized debt (excluding those bonds or securitized debt that embed a derivative), UCITS and other non-complex financial instruments. Section 38 of the Financial Services (Markets in Financial Instruments) Regulations 2007 (“MiFID Regulations”) defines non-complex instruments as:

“A financial instrument which is not specified in section 19(6)(a) of the Financial Services (Markets in Financial Instruments) Act 2006 (“ the MiFID Act”) shall be considered as non-complex if it satisfies the following criteria:

(a) it does not fall within paragraph (c) of the definition of “transferable securities” in section 2 of, or any of paragraphs 4 to 10 of Section C in Schedule 1 to the MiFID Act;

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(b) there are frequent opportunities to dispose of, redeem, or otherwise realize that instrument at prices that are publicly available to market participants and that are either market prices or prices made available, or validated, by valuation systems independent of the issuer;

(c) it does not involve any actual or potential liability for the Client that exceeds the cost of acquiring the instrument;

(d) the average Retail Client to make an informed judgment as to whether to enter into a transaction in that instrument.”

“Non-Traditional Investment Product”: means as a general rule (in the case of Funds often referred to simply as “Hedge Funds”), products that are typically issued in the form of shares, units, partnership interests or the like. They may make unlimited use, for speculative purposes, of derivative instruments such as options, futures, foreign exchange transactions and swaps. They may go short, make charges to assets, leverage the assets or pledge the assets as security. They invest both in established and emerging markets, in securities (both listed and unlisted) or commodities, and in private equity. Additional key characteristics of Non-Traditional Investment Product (“NTIPs”) are the free choice of asset classes, free choices of markets (including emerging markets) and the free choice of trading style. NTIPs usually have high minimum investment levels (typically from USD100,000 to USD 5 Mio.). NTIPs offer only limited subscription and redemption possibilities with long notification periods. Portfolio Managers of NTIPs receive performance oriented incentive fees. The domicile for NTIPs is usually, but not exclusively, an off-shore location such as the Bahamas, the British Virgin Islands or the Cayman Islands.

“Normal Trading Hours”: for a trading venue or an investment firm means those hours which the trading venue or investment firm establishes in advance and makes public as its trading hours.

“Options Contract”: means an exchange traded or Over the Counter option on an Equity, Bond, interest rate, Equity Index, Currency Index, Foreign exchange, Futures contract, any precious metal or other commodity or option itself, and includes warrants.

"Over The Counter" (“OTC”): means not listed or available on an officially recognized stock exchange but traded in direct negotiation between buyers and sellers.

“Packaged Products”: means a life insurance policy.

“Payment transaction” means an act, initiated by the payer or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee. Includes single payments or a series of payments (standing orders);

“Portfolio Trade”: means a transaction in more than one security where those securities are grouped and traded as a single lot against a specific reference price.

“Professional Client”: means a Client who possesses the experience, knowledge and expertise to make their own investment decisions and properly assess the risks that it produces. In order to be categorized as a Professional Client, the Client must comply with the following criteria:

(a) Categories of Client who are considered to be professionals

The following are regarded as professionals in all investment services and activities and financial instruments for the purposes of the MiFID Act: (i) Entities which are required to be authorized or regulated to operate in the financial markets. The list

below should be understood as including all authorized entities carrying out the characteristic activities of the entities mentioned: entities authorized by a European Union Member State (“Member State”) under a Directive, entities authorized or regulated by a Member State without reference to a Directive, and entities authorized or regulated by a non-Member State:

1. Credit Institutions; 2. Investment Firms; 3. Other authorized or regulated Financial Institutions; 4. Insurance companies; 5. Collective Investment Schemes and Management companies of such schemes; 6. Pension Funds and management companies of such funds; 7. Commodity and commodity derivatives dealers; 8. Locals; 9. Other institutional investors.

(ii) Large undertakings meeting two of the following size requirements on a company basis:

1. Balance sheet total: EURO 20 Mio; 2. Net turnover: EUR0 40 Mio; 3. Own funds: EURO 2 Mio.

(iii) National and regional governments, public bodies that manage public debt, Central Banks, international and supranational institutions such as the World Bank, the IMF, the ECB, the EIB and other similar international organizations.

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(iv) Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitization of assets or other financing transactions.

The entities mentioned above are considered to be professionals. Clients are allowed to request non-professional treatment and the Bank may agree to provide a higher level of protection. Professional Clients can request a variation of the terms of the agreement between it and the Bank in order to secure a higher degree of protection. It is the responsibility of the Client, considered to be a Professional Client, to ask for a higher level of protection when it deems it is unable to properly assess or manage the risks involved. This higher level of protection will be provided when a Client who is considered to be a professional enters into a written agreement with the Bank to the effect that it shall not be treated as a professional for the purposes of the applicable conduct of business regime. Such agreement will specify whether this applies to one or more particular services or transactions, or to one or more types of product or transaction.

(b). Clients may be treated as professionals on request. See paragraph 48 below.

“Relevant competent authority”: for a financial instrument means the competent authority of the most relevant market in terms of liquidity for that financial instrument.

“Retail Client”: means a Client who is not a Professional Client.

"Securities" or “Financial Instruments” means:

(a) Transferable securities; (b) Money-market instruments; (c) Units in collective investment undertakings; (d) Options, Futures, Swaps, Forward Rate agreements and any other derivative contracts relating to

Securities, Currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash;

(e) Options, Futures, Swaps, Forward Rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event);

(f) Options, Futures, Swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market and/or a Multilateral Trading Facility (“MTF”);

(g) Options, Futures, Swaps, Forwards and any other derivative contracts relating to commodities, that can be physically settled (not otherwise mentioned in (f)) and not being for commercial purposes, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are cleared and settled through recognized clearing houses or are subject to regular margin calls;

(h) Derivative instruments for the transfer of credit risk; (i) Financial contracts for differences; (j) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic

variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event), as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not otherwise mentioned in this paragraph, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market or an MTF, are cleared and settled through recognized clearing houses or are subject to regular margin calls.

“Securities Financing Transaction”: means an instance of stock lending or stock borrowing or the lending or borrowing of other financial instruments, a repurchase or reverse repurchase transaction, or a buy-sell back or sell-buy back transaction.

“Shared Relationship”: is where a Client’s assets are booked at a legally independent or dependent entity of the Credit Suisse Group, but the relationship is managed by a RM (“RM”) employed by another legally independent or dependent entity of the Credit Suisse Group.

"Structured Investment Product": means any investment that packages two or more products into one offering and derives its value based on the return or partial return of one or all products or any variation thereof.

“Trading Venue”: means a regulated market, MTF or Systematic Internalizer acting in its capacity as such, and, where appropriate, a system outside the Community with similar functions to a regulated market or MTF.

“Turnover”: in relation to a financial instrument, means the sum of the results of multiplying the number of units of that instrument exchanged between buyers and sellers in a defined period of time, pursuant to transactions taking place on a trading venue or otherwise, by the unit price applicable to each such transaction.

“Value Date” with respect to Option Transactions is the second Business Day after the option is exercised; in relation to Foreign Exchange Transactions it is the date agreed between the Parties to deliver the respective Currencies to each other. In relation to other financial transactions (i.e. loans, deposits, payments, checks) it is the day interest payable or receivable is applied on an account. If the agreed Value Date is not a Bank Business Day, the Value Date shall be the next following Bank Business Day.

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In these terms and conditions the singular includes the plural and the plural includes the singular, and the use of any gender includes all genders.

2. The service provided by the Bank to the Client

2.1 Investment Service

The Client profile documentation of the Bank (“the Client Profile”) indicates the investment service that the Bank provides to the Client under these terms and conditions. Unless otherwise agreed the Bank provides an advisory service to existing Clients.

2.1.1 The Discretionary Service

Where the Client specifies “Discretionary Service” as set out in the Client Profile:

(a) the Client appoints the Bank to manage the portfolio on a discretionary basis; (b) the Client authorizes the Bank to enter into transactions and arrangements without prior reference to the

Client on the Clients behalf and for the Clients Account, subject to any investment objective or restriction made by the Client in the Client Profile;

(c) the Client understands and agrees that the Bank may aggregate the portfolio both with the portfolios of other Clients and with the Bank’s monies or Investments in order to make a common investment decision for a number of portfolios managed by the Bank;

(d) the Bank may also give advice to the Client on the investment of the portfolio, such advice may be given either orally or in writing; and

(e) the Bank may in the Bank’s discretion and without giving reasons decline to accept any particular instructions to or advise the Client on a particular investment.

Where the Bank provides a Discretionary Service to the Client the Bank will only do this having ascertained that the products are suitable for the Client’s needs. This assessment will take into account the Client’s knowledge and experience of the type of products, as well as the Client’s investment objectives and level of risk suitable to the Client’s portfolio.

2.1.2 The Advisory Service

Where the Client specifies “Advisory Service” in the Client Profile:

(a) The Client appoints the Bank to give the Client investment advice; (b) The Client authorizes the Bank to enter into transactions and arrangements on the Clients behalf and for

the Client’s Account; (c) advice may be given either orally or in writing; (d) the Bank may in the Bank’s discretion and without giving reasons decline to accept any particular

instructions or to advise the Client on a particular Investment (e.g. instructions to place limit orders for less than GBP 100,000 or foreign currency equivalent, or where the execution venues have instituted restrictions);

(e) where the Client is a Retail Client and the Bank offers advice on packaged products, the advice is offered based on a selection of packaged products from the whole of the market. Where the Bank offers such advice a “Suitability Letter” will be supplied separately to enable the Client to make an informed decision. The Suitability Letter shall –

(i) explain why the Bank has concluded that the transaction is suitable for the Client, having regard to his personal and financial circumstances;

(ii) contain a summary of the main consequences and any possible disadvantages of the transaction; and

(iii) identify the RM who is authorized by the Bank to advise on the Life Insurance Product that has been recommended; and

(f) The Client authorizes the Bank to provide the Client with details of structured products as and when the

Bank considers.

Where the Bank provides personalized advice to the Client about the purchase of any financial instrument, the Bank will only do this having ascertained that the product is suitable for the Client’s needs. This assessment will take into account the Client’s knowledge and experience of the type of product, as well as the Client’s investment objectives and level of risk suitable to the Client’s portfolio. If the Client is a Company the Company can designate the Directors or the ultimate beneficial owner as the person to be assessed for knowledge and experience.

2.1.3 Execution-only Transactions

(a) Where the Client seeks an “Execution-only” service, or where as part of the Advisory Service and the Discretionary Service provided by the Bank the Bank may also effect Execution-only transactions for the Client.

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(i) If the Client instructs the Bank to enter into an Execution-only transaction in relation to non-complex products then: 1. the Bank shall not have any duty to advise the Client in respect of either that Execution-

only transaction or any subsequent sale or potential sale of any asset acquired under that Execution-only transaction; and

2. the Bank will not make an assessment of the suitability or appropriateness of that Execution-only transaction in the context of the Clients investment objectives.

ii) Where the Client effects an Execution-only transaction in a Complex Product, the Bank shall owe the Client (unless the Client is a Professional Client) a duty under the MiFID Act, the Financial Services Act and the MiFID Regulations to assess the appropriateness of the Execution-only transaction by reference to the Client’s experience, knowledge and understanding of the risks involved. If the Bank considers (on the basis of the information that the Bank holds about the Client) that the Execution-only transaction is not appropriate for the Client, the Bank shall warn the Client about this. If notwithstanding the warning that the Bank has given the Client, the Client asks the Bank to proceed with the Execution-only transaction and the Bank executes the transaction for the Client, the Client shall be solely responsible for that decision and the Bank shall have no liability to the Client in respect of it. The provisions of this paragraph shall be without prejudice to the Bank’s general rights to refuse to execute the Clients orders or instructions.

(iii) The Client agrees to supply the Bank with all information that the Bank requests to enable the Bank to assess the appropriateness of Execution-only transactions in the manner contemplated in paragraph (ii) above.

(iv) The Bank may in the Bank’s discretion and without giving reasons decline to accept any Execution-only transactions (e.g. instructions to place limit orders for less than GBP 100,000 or foreign currency equivalent or where the execution venue has instituted restrictions).

(b) Where the Client has selected a Third Party Investment Manager: The Bank may also effect Execution-only transactions for the Client in cases where the Client has selected a Third Party Investment Manager. (i) If the Third Party Investment Manager instructs the Bank to enter into an Execution-only

transaction in relation to non-complex products then:

1. the Bank shall not have any duty to advise the Client in respect of either that Execution-only transaction or any subsequent sale or potential sale of any asset acquired under that Execution-only transaction; and

2. the Bank will not make an assessment of the suitability or appropriateness of that Execution-only transaction in the context of the Client’s investment objectives.

(ii) If the Third Party Investment Manager instructs the Bank to enter into an Execution-only transaction in relation to Complex products then the Bank shall owe the Client (unless the Client is a Professional Client) a duty under the MiFID Act and Financial Services Commission (“FSC”) Regulations to assess the appropriateness of the Execution-only transaction by reference to the Client’s experience, knowledge and understanding of the risks involved. If the Bank considers (on the basis of the information that the Bank holds about the Client) that the Execution-only transaction is not appropriate for the Client, the Bank shall either warn the Client or request the Third Party Investment Manager to warn the Client about this. If notwithstanding the warning that the Bank has given the Client or the Third Party Investment Manager, the Third Party Investment Manager asks the Bank to proceed with the Execution-only transaction and the Bank executes the transaction for the Client, the Client and its Third Party Investment Manager shall be solely responsible for that decision and the Bank shall have no liability to either in respect of it. The provisions of this paragraph shall be without prejudice to our general rights to refuse to execute the Client’s orders or instructions. The Client can instruct the Bank to treat the Third Party Investment Manager as the person to be assessed for Knowledge and Experience, and the Client can then be designated as Professional (if the Client himself is not already ‘Professional’), meaning that the Bank will not have to issue a warning when a Complex Product is purchased.

(iii) The Client agrees (or instructs the Third Party Investment Manager) to supply the Bank with all information that the Bank requests to enable the Bank to assess the appropriateness of Execution-only transactions in the manner contemplated in paragraph ii) above.

(iv) The Bank may in the Bank’s discretion and without giving reasons decline to accept any Execution-only transactions.

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2.1.4 The Bank offers advice on packaged products based on a selection from the whole of the market and is not required by any arrangement to recommend investment products.

2.1.5 When effecting a transaction on the Clients behalf, the Bank may act as principal or as the Client’s agent or otherwise arrange transactions on the Client’s behalf.

2.1.6 The Client gives the Bank, as the Client’s agent, full and unrestricted authority, on such occasions as the Bank thinks fit, to place the Client’s orders for execution and/or settlement with or through such other person (who may be connected with the Bank) as the Bank shall at the Bank’s discretion select, subject to whatever terms the Bank, as the Client’s agent, may agree with that person or as may be implied, and by which the Client will be bound. In particular, orders will be placed on the basis that that person will be responsible for executing the transaction and that the Bank will not be responsible for the execution of the order (provided that the Bank have complied with any applicable best execution obligations in the Bank’s selection of that person) or for any default of that person in connection with the execution. Such other person may not be authorized under the Financial Services Act in which case the regulatory regime applying, including any compensation arrangements, may in some or all respects be different from that of Gibraltar.

2.1.7 All investment advice given by the Bank to the Client and all transactions effected at the Bank’s discretion will be subject to the investment restrictions and objectives set out in the Client Profile.

2.1.8 The Bank may agree from time to time to undertake stock lending activities with or for the Client.

2.1.9 The Bank may require the Client to enter into an additional or supplementary agreement before providing any additional service to the Client (including undertaking any stock lending activity or stock borrowing activity with or for the Client).

2.1.10 The Client understands and agrees that the Bank does not provide any tax, accounting or legal advice to the Client. In providing services to the Client, the Bank shall not be required to take into account taxation matters and the Client should therefore seek such tax advice as the Client considers appropriate from the Client’s own tax advisor and take such advice into account in framing the Client’s investment objectives and restrictions and limits on Investments in the Client Profile.

2.1.11 The Bank will observe all investment limits or restrictions provided in the Client Profile. Except as expressly provided in these terms and conditions or the Client Profile there are no limits or restrictions on:

(a) the type or value of any Portfolio Assets (or class of Portfolio Assets) or any one Portfolio Asset that may be held in the Portfolio;

(b) the proportion of the portfolio which any one portfolio asset or any particular kind of portfolio asset may constitute;

(c) the amount of the consideration that may be involved in any transaction (or class of transaction) which the Bank enters into with or for the Client; or

(d) the markets on which such transactions may be effected. 2.1.12 Over the Counter (OTC) Foreign Exchange Transactions (including forward foreign exchange

transactions) (a) Each Party shall discharge its payments, deliveries and other obligations owed to the other Party

no later than on the Value Date(s) specified in the confirmation. (b) All payments shall be made in the currency specified in the

Confirmation and in the manner customary for payments in such Currency. Payments must be made into the recipient’s account stipulated in the Confirmation and must be freely available on the Value Date.

(c) The occurrence of any one of the following events in connection with a Transaction gives rise to an early termination of single, several or all Transactions by the non-defaulting party in its due discretion:

- default of a Party with a payment or the delivery of underlyings owed; - breach of another obligation under a Transaction (in particular the obligation to procure

collateral); - the breach of other obligations under another agreement between the Parties; - a Party is insolvent.

(d) In the case of early termination of the relationship all unmatured obligations under the concerned Transactions shall be cancelled and replaced by an obligation to pay a liquidation value. The non-defaulting Party shall calculate the liquidation value of the concerned Transactions, which shall correspond to:

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(i) the difference between (a) the earnings which the non-defaulting Party would have realised and (b) the costs which the non-defaulting Party would have had to incur if it had on the termination date entered into transactions with another party in the market, to the same economic avail as the cancelled Transactions;

(ii) plus any outstanding amount due to the non-defaulting Party under such Transactions; and (iii) deducting any outstanding amount due to the other Party under such Transactions;

If the Liquidation value calculated in this manner is a negative figure, the non-defaulting Party owes the corresponding amount to the other Party; if it is a positive figure, the other Party owes the corresponding amount to the non-defaulting Party.

(e) The Bank may demand that the Client puts up security in the form and amount acceptable to the Bank as collateral for all claims that the Bank may have against the Client in respect of Currency Option Transactions, Foreign Exchange Forward and Foreign Exchange Swap Transactions. Moreover, the Bank has the right at any time to alter the collateral requirements and, in particular, to demand additional collateral during the life of Currency Option Transactions, Foreign Exchange Forward and Foreign Exchange Swap Trans actions or to demand collateral for a Transaction that has been entered into without cover. If the value of the collateral decreases, the Bank has the right to call for additional collateral. If the Client fails to comply with the Bank’s demand for collateral or additional collateral within the period stipulated by the Bank, in addition to but not in limitation of Section 2.1.12 (c) the Bank has at any time the right, but not the obligation, to sell on the open market assets deposited as collateral or, in the case of Currency Option Transactions, to set off premiums due by the Client against the collateral.

2.2 Order Execution Policy The Bank’s Order Execution Policy below provides information about how Credit Suisse (Gibraltar) Limited obtains the best possible result when carrying out orders for Private and Professional Clients. The Policy summarizes our principles, duties and responsibilities, and the factors which influence how we act to obtain the best possible result, including details of the execution venues, when carrying out Client orders.

2.2.1 Background

The MiFID (Markets in Financial Instruments) directive of the European Union is intended to strengthen the European financial markets and to deliver a common standard of investor protection throughout the European Economic Area. MiFID has been implemented in Gibraltar via the MiFID Act and the MiFID Regulations. MiFID’s “Best Execution” requirements are an important part of the investor protection standards. These apply to investment firms that:

(a) execute Client orders; (b) receive and transmit orders to third parties; and (c) manage portfolios and place orders for execution with third parties, for financial instruments covered by

MiFID.

2.2.2 Best Execution

We take all reasonable steps to obtain the best possible result for our Private and Professional Clients when carrying out orders in financial instruments covered by MiFID. For a list of such financial instruments, see 2.2.8. This is called Best Execution. We have in place effective Best Execution arrangements, including a Best Execution policy (as detailed below in 2.2.3 to 2.2.9), which describes the principles, duties and responsibilities that apply when we receive, transmit or execute Client orders. In the case of a specific Client instruction, where reasonable, we will execute the order in accordance with the instruction given. In the absence of any express Client instruction, we will carry out the order according to our Best Execution policy. This policy is designed to obtain the best possible result when carrying out Client orders. Note that we take all reasonable steps to obtain the best possible result on a consistent basis, not on an individual order basis.

2.2.3 Order Execution

When executing instructions on a Client’s behalf, we take account of several aspects:

(a) the characteristics of the Client order; (b) the characteristics of the financial instruments that are the subject of the order; (c) the characteristics of the venues through which the Client order can be executed.

We take into consideration the following factors when deciding how to obtain Best Execution for Client orders:

(a) Price; (b) Cost of execution; (c) Speed of execution; (d) Likelihood of execution and settlement; (e) Size of the order; (f) Nature of the order;

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(g) And any other consideration relevant to obtaining best execution.

Price Price will always be relevant, but the best price in a specific market at a given moment may not represent the best possible result for the Client.

Cost of execution Costs of execution include brokerage, clearing, exchange fees, settlement costs and other third party fees. There are also costs that are generated by us when carrying out Client orders. These relate to the activities and infrastructure needed in order to trade.

Speed of execution Where the potential cost of an adverse market movement is significant, speed of execution is of greater importance. Price fluctuation depends on the instrument, market conditions and the execution venue.

Likelihood of execution and settlement The selection of execution venue will take into account whether the venue offering a particular price can satisfactorily settle the order according to the Client’s instruction.

Size of the order Large order sizes may considerably affect the obtainable price, especially in low volume markets or instruments.

Nature of the Order The particular characteristics of the order, for instance whether it is a buy, sell or limit order and other details are relevant to how it is executed.

For Client orders, Price and Cost are usually the determining factors in obtaining Best Execution. However, the other factors can sometimes be more relevant, depending on the nature of the financial instrument or on the market on which it is being traded. For instance, in some over-the-counter markets, price volatility may potentially mean that the timeliness of execution is a priority, whereas, in other markets that have low liquidity, the fact that execution has been achieved may itself constitute Best Execution. We decide on an individual order basis, and in accordance with our Best Execution policy, which factors are most relevant.

Specific Instructions Clients may give a specific execution instruction on any part of an order or on the way in which the order is to be carried out. Specific instructions can relate, for instance, to the execution venue or to limit orders. When we carry out the order according to the Client instruction, Best Execution has been delivered with regards to the specifically instructed element of the order. For the aspects not governed by the specific instruction, we will follow the relevant provisions of our Best Execution policy. Unless a Client expressly gives instructions to have an order carried out in a particular way, we will follow our Best Execution arrangements. Any specific Client instruction on an order may prevent us from obtaining Best Execution on some or all other aspects of that order. Aggregation The Bank will not carry out a Client order or a transaction for own account in aggregation with another Client order unless the following conditions are met−

(a) it must be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any Client whose order is to be aggregated;

(b) it must be disclosed to each Client whose order is to be aggregated that the effect of aggregation may work to its disadvantage in relation to a particular order.

2.2.4 Execution Venues

We may use one or more of the following types of venues to obtain Best Execution when executing Client orders:

(c) Credit Suisse Group Brokers; (d) Third Party Brokers; (e) Liquidity Providers or Market Makers; (f) Systematic Internalizers; (g) MTFs; (h) Regulated Markets.

We place significant reliance on the venues and brokers shown in paragraph 2.2.9, for obtaining, on a consistent basis, the best possible result when executing Client orders. Occasionally, alternative execution venues or brokers are acceptable should they provide the best possible result for the Client at that time. For any financial instruments admitted to trading on a regulated market, we may determine, on an individual order basis and at our

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own discretion that the best possible result can be obtained outside a regulated market or a MTF. For executing these types of orders, we need your prior express consent.

Pre-Selection of Execution Venues

In order to execute Client orders on venues that provide, on a consistent basis, the best possible result, we perform an assessment of execution venues. This assessment is done through a defined and approved process which is documented by Credit Suisse. The process aims at obtaining the best possible results for our Clients on a consistent basis and not on each individual order. Sometimes, our execution desk may decide that it needs to execute outside of this process, when it is in the best interest for the Client (for example, in the case of a local holiday). These instances must be documented.

2.2.5 Delegation of Execution

We may delegate the execution of Client orders. In cases where we have no direct access to an execution venue that is appropriate for providing the best result for the Client on a consistent basis, we will delegate the order execution to a suitable broker (see 2.2.9).

2.2.6 Best Execution Approach per Financial Instrument Group

We perform the activity of execution, and reception and transmission of Client orders. The activity performed depends largely on the financial instrument.

Equities

We have no direct access to execution venues for equities and therefore transmit Client orders to suitable brokers that provide access to venues offering the best possible result for the Client.

Bonds

Fixed Income is, in general, traded on an over-the-counter basis and not on regulated markets. We endeavor to obtain competing quotes from our approved market makers and execute on the best price. For less liquid instruments, there may be only one liquidity provider and therefore only one available price to deal on.

Funds

Liquid, tradable Funds

We carry out fund orders for tradable funds through brokers having access to the respective execution venues.

Non- listed Funds

Generally the fund provider is the only venue in which to transact the specific fund. The prospectus for a fund will specify the manner in which subscriptions and redemptions can be made. This information shows how frequently liquidity will be provided, as well as the time frames for the calculation of the net asset value and receiving orders. Client orders will either be executed directly with the fund provider in question, or passed to a broker for centralized execution with the relevant fund. Exchange Traded Funds

We transmit exchange traded fund orders to suitable brokers that access execution venues providing the best possible result for the Client.

Over-the-counter Derivatives

We carry out non-standard derivatives orders (OTC) directly with the respective liquidity providers, or market makers.

Exchange Traded Derivatives

We may use brokers who are members of execution venues to execute Client orders in listed Options, or we may execute Client orders directly through our Credit Suisse Group trading desk.

2.2.7 Controls and Monitoring

We regularly review the effectiveness of our Best Execution arrangements and, where required, make appropriate amendments. Equally on a regular basis, we monitor and assess whether our execution venues and brokers provide the best possible result for our Clients or whether we need to reconsider them. We will review our Best Execution arrangements and processes at least annually, or whenever a material change occurs that affects our ability to reasonably obtain the best possible result for the execution of Client orders on a consistent basis. We will inform our Clients of any material change to the Best Execution policy as described in this document.

2.2.8 For a definition of Financial Instruments under MiFID: (Source: MiFID Directive; 2004/39/EC of the European Parliament and of the Council; Annex I) see the paragraph 1 definition of Securities or Financial Instruments.

2.2.9 Bank execution venues and Brokers per financial instrument:

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(a) Equities

Execution venues and brokers on which the Bank places significant reliance on achieving the best possible result when carrying out Client orders. Please note that we reserve the right to use another execution venue a where we consider that it is appropriate in the light of our Execution Policy and we may from time to time add or remove an execution venue from this list. A venue might be renamed, which may have resulted from an acquisition or merger. The Client should contact his RM for a current list.

Regulated Markets Athens Stock Exchange; Bolsa de Barcelona; Bolsa de Bilbao; Bolsa de Madrid; Bolsa de Valencia; Börse Frankfurt Smart Trading; Bourse de Luxembourg; Bratislava Stock Exchange; Bucharest Stock Exchange; Budapest Stock Exchange; Cairo & Alexandria Stock Exchange; Cyprus Stock Exchange; Deutsche Börse (Berlin-Bremen, Dusseldorf, Frankfurt, Hamburg, Hannover, Xetra); Euronext (Amsterdam, Brussels, Lisbon, Paris); Irish Stock Exchange; Latibex; Ljubljana Stock Exchange; London Stock Exchange; Malta Stock Exchange; Mercato Continuo Italia; OMX (Copenhagen Stock Exchange, Helsinki Stock Exchange, Iceland Stock Exchange, Riga Stock Exchange, Stockholm Stock Exchange, Tallin Stock Exchange, Vilnius Stock Exchange); Oslo Stock Exchange; Prague Stock Exchange; SEAQ; SWX; SWX Europe; SWX Quotematch; Warsaw Stock Exchange; Wiener Börse.

Equity Brokers BMO Capital Markets, London; Credit Suisse, Zurich; Credit Suisse Securities (Europe) Limited, London; Deutsche Bank, London.

(b) Bonds Approved Market Makers on which CS (Gibraltar) Limited places significant reliance in achieving the best possible result when carrying out Client orders: Barclays Capital, London; BNP London; Cazenove, London; Commerzbank, London; Commonwealth Bank Australia, London; Credit Suisse, Zurich; Credit Suisse Securities (Europe) Limited, London; Deutsche Bank AG, Frankfurt; Deutsche Bank AG, London; Dresdner Bank AG, London; HSBC Securities London; JP Morgan Chase, London; Morgan Stanley, London; TD, London; Rabobank International, London; Rabobank Nederland, Utrecht; RBC London; UBS AG, Zurich; UBS Ltd, London

(c) Funds Execution venues and brokers on which the Bank places significant reliance in achieving the best possible result when carrying out Client orders, in relation to Liquid, tradable Funds: Credit Suisse, Zurich, and in relation to Exchange Traded Funds: BMO Capital Markets, London

(d) Exchange Traded Derivatives Execution venues and brokers on which the Bank places significant reliance in achieving the best possible result when carrying out Client orders, in relation to Regulated Markets: Eurex (Germany); Euronext (Netherlands), and in relation to Brokers: Credit Suisse, Zurich

2.3 Order Handling Policy

In case of a Retail Client the Bank will send a notice confirming execution of the order as soon as possible and no later than the first business day following execution or, if the confirmation is received by the Bank from a third

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party no later than the first business day following receipt of the confirmation from the third party. Retained mail Clients will not receive order confirmations until they collect their mail. Where the Bank executes orders in tranches, the Bank will supply the Client with the average price achieved. Where the average price is provided the Bank shall supply the Retail Client with information about the price of each tranche upon request. The total costs associated with the execution of the period may not include spreads and mark-ups on certain products. A detailed breakdown will be provided upon request. The Bank will supply the Client, on request, with information about the status of the order. The Bank shall be under no obligation to confirm the instructions before they are executed or the accuracy or completeness of any information provided by the Client before it is acted upon or otherwise relied upon. However, except where we are providing a Discretionary Service the Bank will provide the Client with information about the status of any instruction upon request.

2.4 Operating the Client’s Accounts

2.4.1 The Client authorizes the Bank, until the Client gives the Bank notice otherwise:

(a) at any time during the term of these terms and conditions to open one or more accounts (each, an “Account”) in the Client’s name;

(b) to pay and to debit to the relevant Account all checks (cheques), bills of exchange, promissory notes or other orders or instructions authorizing payment drawn, accepted or made by the Client in connection with any such Account notwithstanding that any such debiting may cause the relevant Account to be overdrawn or any overdraft to be increased but without prejudice to the Bank’s right at any time in the Bank’s absolute discretion to refuse to allow any overdraft or increase of any overdraft;

(c) without in any way limiting the foregoing:

(i) to carry out instructions countermanding payment of checks (cheques), bills of exchange, promissory notes or instructions authorizing payment when such instructions are given by the Client; and

(ii) to deliver up on the Client’s instructions any investments, deeds, proxies, folders and parcels and their contents and property of any description held in the Client’s name;

(d) to place to the credit of such Account as specified by the Client or (in the absence of any such specification, any Account), all amounts, including dividends, interest and capital sums arising from Investments received or collected by the Bank for the Client’s credit;

(e) to take such other actions on the Client’s behalf and at the Client’s expense and exercise such powers as the Bank considers are necessary or desirable for, or incidental to, any actions the Bank are instructed to take or which are authorized under these Terms and Conditions or otherwise by the Client; and

(f) to employ agents or contractors in connection with any services described in these terms and conditions as the Bank sees fit.

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2.4.2 The Bank will account to the Client for any transaction effected on the Client’s behalf by crediting or debiting payments and deliveries to the Client’s Accounts with the Bank or any third party holding money or providing custody services to the Client. Subject to the Client discharging all of the Client’s Liabilities and otherwise as mentioned herein, the Bank will upon the Client’s instructions deliver Investments to the Client or to the Client’s reasonable order and/or, as the case may be, make a wire transfer of the cash balances on the Client’s Account, in each case, at the Client’s risk.

2.4.3 In relation to any specific transaction or dealing, the Bank’s obligation to make any payment arising from such transaction or dealing shall only be to make payment in the currency that the Bank has previously agreed with the Client.

2.4.4 The Bank is not obliged to settle transactions or account to the Client unless and until the Bank (or the Bank’s settlement agents) have received all necessary documents or money.

2.4.5 The Bank’s obligations to deliver Investments to the Client or to the Client’s order or to account to the Client for the proceeds of the disposal of Investments are conditional on the prior receipt by the Bank of appropriate documents or money from the other party to the transaction.

2.4.6 The Bank may purchase or borrow investments to cover any liability of the Clients to deliver investments pursuant to transactions with or through the Bank and the Client will reimburse the Bank for any losses and expenses the Bank suffer in this way.

2.4.7 The Bank shall be entitled at any time to close any of the Client’s Accounts and to demand immediate payment of all sums due or owing to the Bank whether present or future, actual or contingent and ascertained or unascertained. The Client shall at the commencement of the banking relationship with the Bank notify the Bank in writing with sufficient particularity as to where the assets and funds he holds in custody with the Bank or any credit balances which he may have with the Bank are to be transferred in the event of closure of any of his accounts and thereafter shall inform the Bank promptly in writing of any changes thereto. Upon the Bank terminating its banking relationship with the Client the Bank may at its election deliver to the Client any assets held in physical form or liquidate them and send the proceeds and any remaining balances of the Client to the place last notified in writing by the Client for such purpose in the form of a cheque made out in a currency defined by the Bank with the effect of releasing the Bank from liability.

The Client hereby expressly authorises the Bank upon the Bank terminating the Bank’s relationship with the Client to liquidate on his behalf any assets held by the Bank without the Bank being liable in any way whatsoever for any loss thereby incurred.

2.4.8 The Bank shall be entitled to deduct from the monies held in the Client’s Accounts or from any interest payable to the Client or otherwise to debit to the Client’s Accounts any Tax which the Bank is required to deduct or withhold. The Bank will from time to time notify the Client if such Tax is deducted or withheld (subject to paragraph 15 hereof). In addition, the Client agrees he will simultaneously pay to the Bank such other amount as may be necessary to enable the Bank to receive a net amount equal to the full amount payable.

2.5 Payment Services The Bank will provide its clients with the facility of making payment transactions (both incoming and outgoing) via the SWIFT network. This facility is dependant on the status of the associated client current account, availability of funds and other related factors, such as for example, due diligence on underlying payments. SWIFT is the Society for Worldwide Interbank Financial Telecommunication, a member-owned cooperative through which financial institutions make secure payments via a standardized process. Credit Suisse is a member of this network. The information provided under section 2.5 shall be valid until notifed otherwise by the bank. For the purposes of section 2.5: "funds" means banknotes and coins, scriptural money and electronic money; "value date" means a reference time used by a payment service provider for the calculation of interest on the funds debited from or credited to a payment account. In accordance with Financial Services (EEA) (Payment Services) Regulations 2010, references in sections 2.5.1 to 2.5.10 to execution times and value dates apply to; (a) payment transactions in Euro;

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(b) payment transactions in Sterling or Gibraltar Pounds within Gibraltar or between Gibraltar and the United Kingdom in Sterling; and (c) payment transactions involving only one currency conversion between the euro and Sterling, provided that the required currency conversion is carried out in Gibraltar and, in the case of cross-border payment transactions, the cross-border transfer takes place in Euro.

2.5.1 Payment instructions must be in the form specified under Section 4 in order for the payment or series of payments to be considered authorised by the client and must include as a minimum;

- payees name - payee Bank Account details, including sorting code, account number (IBAN) and

bank address - payers account to debit - payment currency and amount (if a currency conversion is required see rates under

Section 56) - any special instructions, if any, in relation to the payment - Frequency of payment (in the case of standing orders).

In the absence of payment instructions and client consent a payment transaction shall be considered not to be authorised. For the purposes of executing transactions under the ‘EU Payment Services Directive’ the IBAN will be considered the unique identifier. The Bank will not be liable for non-execution or defective execution if the unique identifier (IBAN) provided is incorrect. The Bank shall be liable only for the execution of payment transactions in accordance with the unique identifier provided by the Client. The Bank will use reasonable efforts to recover any funds transmitted in error as a result of an incorrect unique identifier. The Bank reserves the right to charge the client for reasonable expenses incurred by the Bank in its attempt to recover the funds.

2.5.2 Payment instructions must be given in accordance with the Bank mandate signing instructions or relevant email agreement. No payment will be made if there are insufficient funds on the designated account to execute the payment. Where an individual payment transaction is made by the payer, the Bank shall, at the Client's request for this specific payment transaction, provide explicit information on the maximum execution time and the charges payable by the Client and, where applicable, a breakdown of the amounts of any charges.

2.5.3 Payment Instructions may be given over the phone in accordance with section 2.5.1 subject to a limit

of GBP 10,000 (or equivalent). This facility is only valid if instructions are in accordance with the Banks mandate signing instructions and where the relevant Relationship Manager has identified the client.

2.5.4 When providing payment instructions clients are advised that the cut-off time for outgoing payments is

1pm. Payment instructions received post the cut-off time will be processed the next business day. Outgoing payments will not be valued before the date on which the amount of the debit was debited to the payers account, subject to any legitimate reversal and corrections that may need to be made at the Bank’s discretion. Provided Clients provide payment instructions in accordance with the provisions of this section, section 2.5.1 and the generality of these General Terms and Conditions the Bank shall execute the payment the same business day in which correct instructions are provided. The debit value date for outgoing payments on a Clients account shall be no earlier than the point in time at which the amount of the payment transaction is debited to that payment account.

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2.5.5 Incoming payments and cash placed on an account will be applied to the clients account with correct value for funds received prior to 1pm and no later than close of business on the business day following the day when the payment order was received. Payments received post the cut-off time will be processed the next business day. Subject to the Bank’s cut-off times, the value date applied to an incoming payment will be no later than the business day on which the payment transaction is credited to the clients account. The Bank shall ensure that the amount of the payment transaction is at the Client's disposal immediately after that amount is credited to the Client's account. The application of funds is conditional on receipt by the Bank of full information on details of account to credit and the Banks due diligence requirements, including conditions as set out under section 2.5.9. If no account is held corresponding with the details of the payment then the Bank is entitled to return the funds to the payers Bank with reason ‘No Account Held’.

2.5.6 Payments made on your account will normally reach the payee within the following timescales following the day of receipt of the payment instruction a) for all payments in Euro or sterling within one business day;

b) for a payment made in a currency other than Euro or sterling or involving more than one currency conversion between Euro and Sterling and which is executed wholly within the EEA, by the end of the fourth business day.

Please note that this is subject to the payees payment providers cut-off times and other processing requirements.

2.5.7 Account holders must take all reasonable steps to ensure that details in relation to their account, including payment instructions and email agreements, are kept secure. This includes cases where instructions are provided by telephone as per section 2.5.3. If the client has any reason to believe that the integrity of this information is compromised this must be communicated to the Bank immediately. The Client must notify the Bank without undue delay, but not later than 13 months from debit date, on becoming aware of, but not limited to, loss, theft or misappropriation of the payment instrument information or of its unauthorised use, including incorrectly executed payment transactions. In such circumstances, the Bank reserves the right to Block the account and inform the Client accordingly, unless the Bank is unable to inform the client for legal or regulatory reasons. The Bank shall unblock the account or replace it with a new account once the reasons for blocking no longer exist. The Client shall bear the losses relating to any unauthorised payment transactions, up to a maximum of EUR 150, resulting from the use of a lost or stolen payment instrument or, if the Client has failed to keep the personalised security features safe, from the misappropriation of a payment instrument. The Client shall bear all the losses relating to any unauthorised payment transactions if he/she incurred them by acting fraudulently or by failing to fulfill one or more of the obligations under this section with intent or gross negligence; and in such cases, the maximum of EUR 150 referred to above shall not apply. The Client shall not bear any financial consequences resulting from use of the lost, stolen or misappropriated payment instrument after notification in accordance with this section, except where he/she has acted fraudulently. Without prejudice to this section and the generality of the General terms and Conditions, in the event of unauthorized or incorrectly executed payment transactions customers will have a right to a refund subject to conditions set out under this section and to the Bank making appropriate inquiries to determine the legitimacy of any claim. In the event of the Bank making a defective execution the Bank shall without undue delay refund to the Client the amount of the non-executed or defective payment transaction and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place.

2.5.8 In accordance with section 12 (Bank’s Liability), the Banks limitation of liability extends to unauthorized payment instructions. Liability for non-execution or defective execution of payment instructions, including any resulting charges and/or interest incurred, will not apply if the failure giving rise to it was due to abnormal or unforeseen circumstances beyond the control of the Bank the consequences of which would have been unavoidable despite all efforts to the contrary, or if the Bank had to comply with other EU or Gibraltar law.

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2.5.9 The Bank is entitled to refuse to execute a payment instruction if doing so would constitute a breach of the General Terms and Conditions or where such execution would be unlawful. The Bank will inform customers of the reasons for the refusal unless it is unlawful to do so.

2.5.10 Payment instructions or a series of payment instructions may be cancelled by the client provided the

Bank has not executed the payment. The Bank reserves the right to charge a fee for the cancellation of the payment as if the payment had been executed.

3. Beneficial Ownership

The Client undertakes to the Bank that:-

(a) the Client is the ultimate beneficial owner of all assets to be held in the Account; and

(b) neither the Client nor the ultimate beneficial owner of the assets to be held in the Account are US

persons for purposes of US tax legislation (“US Person”) which term includes US citizens, residents of

the US or those persons liable to US taxation for other reasons (including dual-passport US Citizens,

holders of US permanent residence permits ie. "greencards", expatriates or former US permanent

residents who have not complied with the relevant notification and filing requirements as provided by

applicable law), unless otherwise notified to the Bank immediately in writing.

4. Instructions

(a) Instructions to the Bank may be given in writing, verbally, by telephone, facsimile (fax), by e-mail in accordance with the conditions in (b) or any other mode of communication acceptable to the Bank, subject to paragraph 42 hereof and may be addressed to the Bank at P.O. Box 556, 1st Floor, Neptune House, Marina Bay, Gibraltar or to such other address as the Bank may provide to the Client, provided in each case that an instruction will not take effect until the Bank receives it. Unless the Bank agrees otherwise with the Client, the Client shall have no right to amend or revoke an instruction once received by the Bank.

Unless the Client notifies the Bank otherwise, where the Client comprises more than one person, any instruction, notice or other communication to be given by the Client must be given by all of the Clients. The Bank is entitled to act on any instruction which it reasonably believes to be sent by an Authorized Signatory. The Client will be bound by any agreement entered into or expense incurred on behalf of the Client in reliance on such an instruction. The Client understands and agrees that the Client is responsible for informing the Bank of any change to the group of Authorized Signatories previously notified to the Bank. The Bank shall not be under any obligation to discover errors made by the Client or the Client’s agents or to check the accuracy, authenticity or contents of any instruction or notice.

The Bank may execute instructions without requiring the prior receipt of a written confirmation and without requiring any proof of identity and may treat each such instruction as fully authorized by and binding upon the Client, regardless of the amount involved and despite any error, misunderstanding or ambiguity in the terms of such instructions. If the Client does not communicate any instructions which may become necessary to the Bank in good time, the Bank may, but shall not be obliged to, take any necessary action at its own discretion in what it considers to be in the Client’s best interests. The Bank is not responsible for any loss which may result or derive from any error, misunderstanding, ambiguity or the absence of any authorized instructions, and the Client relieves the Bank from any and all liability arising therefrom. Notwithstanding the Bank's right to refuse to execute instructions at any time and for any reason, the Client accepts that it may be necessary for the Bank to contact the Client to confirm the validity of any instructions (which may lead to delays in execution).

There may be occasions where the Bank is unable to act upon an Instruction and in such circumstances the Bank shall endeavor to notify the Client promptly but in no event shall the Bank be liable for any loss, expense or damage incurred by reason of such omission to act.

The Bank will renew fixed deposits for the same period, unless the Bank receives instructions 48 hours in advance.

(b) Instructions by electronic mail (“e-mail”) The Client may request the Bank to process instructions sent by e-mail as defined in these terms and conditions via the Client’s (or nominated agents) e-mail address. If the Bank permits this then the Bank will require the following: The Client’s (or nominated agents) e-mail instructions must always be forwarded to two nominated persons at the Bank, being the RM and Assistant RM (“the RMs”)), who will have e-mail addresses

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ending in ‘credit-suisse.com’. If information is provided by post, the Bank is obliged to confirm that it has received the necessary e-mail addresses. This confirmation may be given in any form, including e-mail. (i) The Client may opt to authorize the Bank to process instructions in respect of the following:

1. purchase, sell, subscribe for and otherwise to invest and deal in Securities and currencies. This instruction may also include the transmission of information confidential to the Client.

2. to pay and to debit to the relevant Account all checks (cheques), bills of exchange, promissory notes or other orders or instructions authorising payment drawn, accepted or made by the Client in connection with any such Account notwithstanding that any such debiting may cause the relevant Account to be overdrawn or any overdraft to be increased but without prejudice to the Bank’s right at any time in the Bank’s absolute discretion to refuse to allow any overdraft or increase of any overdraft. Such e-mail must attach a scanned copy of the duly signed written instructions from the Authorized Signatory (ies).

3. to obtain information on the account, including, but not limited to, portfolio valuation statements, statements of account, transaction notices and other Client output or information generated by the Bank in pursuance of the services offered to the account holder.

(i) The Bank notifies to the Client the e-mail addresses of the two nominated persons at the Bank which serve as the exclusive contact point for the Instructions to be transmitted.

(iii) The Bank considers any person who identifies him/herself by using the e-mail address provided by the Client as entitled to send and receive Instructions by e-mail. Consequently, the Bank may accept and process Instructions from the person identifying him/herself by e-mail, within the framework and scope of its legal relationship with the Client.

(iv) The Client unreservedly acknowledges all transactions booked to his/her accounts which are ordered by e-mail via his/her e-mail (or nominated agents) address, as given above, but not presented in written (tangible) form. Similarly, all Instructions which reach the Bank by this means are regarded as having been entered and authorized by the Client.

(v) The Bank is entitled to refuse Instructions to effect payments until the Authorized Signatory is contacted by the Bank to confirm receipt of the Instructions, or the Authorized Signatory contacts the Bank. The contact will be by way of telephone. The Bank is entitled to act on any Instruction which it reasonably believes to be sent and confirmed by telephone by an Authorized Signatory. The Client will be bound by any agreement entered into or expense incurred on behalf of the Client in reliance on such an Instruction. The Client understands and agrees that the Client is responsible for informing the Bank of any change to the group of Authorized Signatories previously notified to the Bank. The Bank shall not be under any obligation to discover errors made by the Client or the Client’s Authorized Signatories or the Client’s Agents to check the accuracy, authenticity or contents of any Instruction or notice.

(vi) The Bank is entitled to refuse Instructions via e-mail at any time and without giving any reason or prior notice, and it may insist that the Client provides alternative proof of identity (by means of a signature or meeting in person). Notification may be given in any form, including e-mail. The Bank accepts no liability for any damage incurred as a result. The Bank retains the right at all times, should it identify security risks, to suspend the use of e-mail until the risk has been eliminated. The Bank is not obliged to provide reasons for its actions. The Bank accepts no liability for any damages incurred as a result of such interruptions.

(vii) The Client acknowledges that it is relatively easy to adopt the identity of another person when sending Instructions electronically. The possibility that external systems may be accessed and misused means, for example, that an intruder is able to fraudulently take on the address or name of a familiar system vis-à-vis the recipient computer. The Client bears all the risks and consequences which arise from the manipulation of his/her e-mail address. If there is a reason to fear that unauthorized third parties have obtained an e-mail address and are misusing the system, the Client must inform the Bank immediately and apply to have e-mail blocked as a means of communication. Normal business hours must be observed in this case (subject to paragraph 42 hereof). The block must immediately be confirmed in writing by fax or by post.

(viii) The Bank does not provide technical access to e-mail services on the Internet. This is the responsibility of the Client alone. The Bank does not accept any liability for damages sustained by the Client as a result of transmission errors, technical defects, interruptions, faults, unlawful access, network overload, malicious blockage of electronic access by third parties or other shortcomings on the part of network operators. The Bank accepts no liability for damages which the Client suffers owing to non-performance of contractual obligations, or for indirect and consequential damages such as lost earnings or third-party claims. The Bank accepts no liability for damages resulting from minor negligence on the part of support staff going about their normal duties. Provided it has exercised due care, the Bank accepts no liability for the

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consequences of faults and interruptions, in processing in particular, in the context of e-mail communications.

(x) The Client acknowledges that Instructions are only transmitted electronically and that processing and execution take place by means of conventional means of communication (post, telephone), whereby normal business hours and normal business procedures are still observed. The Bank does not accept liability for or for damages incurred as a result.

(xi) The Client acknowledges that Instructions are only transmitted electronically and that processing and execution may be delayed or not effected at all for reasons including but not limited to the following: 1. A delay resulting from the RMs not having received or read the e-mail, or 2. A delay resulting from the Bank not being able to contact the Client by telephone to

confirm the payment instructions, or 3. A delay resulting from a change in RMs at the Bank, due to e.g. cessation of employment

of the RMs. The Bank does not accept liability for or for damages incurred as a result.

(xi) The Client acknowledges and is aware of the following risks of exchanging information electronically: 1. Unencrypted information is transported over an open, publicly accessible network and

can, in principle, be viewed by others, thereby allowing conclusions to be drawn about an existing banking relationship;

2. Information can be changed by third parties; 3. The identity of the sender (e-mail address) can be assumed or otherwise manipulated; 4. The exchange of information can be delayed or interrupted due to transmission errors,

technical faults, interruptions, malfunctions, illegal interventions, network overload, the malicious blocking of electronic access by third parties, or other shortcomings on the part of the network provider. Time-critical orders and instructions might not be processed on time.

Therefore, the Client is advised to use other suitable means of communication for these types of orders and instructions.

(xii) The Bank is unable to verify the integrity of the Instructions it receives by e-mail. Instructions by e-mail are transmitted regularly and without control across borders. This applies even to Instructions by e-mail where both the sender and the recipient are located in Gibraltar.

(xiii) The Client acknowledges that, in certain circumstances, the transmission of Instructions by e-mail from outside Gibraltar may breach local laws. The Client is responsible for finding out whether or not this is the case. The Bank accepts no liability in this regard.

(xiv) The Bank reserves the right to alter these conditions at any time. The Client will be notified of any such amendment by suitable means (e.g. e-mail). Amendments are considered to have been approved by the Client unless written objection is received within one month of notification, but at the latest by the next transmission of Instructions by e-mail.

(xv) This service may be terminated by notice from either party at any time. Notice of termination from the Client should be confirmed in writing to the Bank.

(c) Telephone conversations

The Bank may record any telephone conversation with the Client. The Client unambiguously consents that the Bank may at any time record and or log communications between the Client and the Bank, as permitted by law and regulation, for the purpose of using such recordings as evidence of instructions given or terms agreed upon for legal and or regulatory purposes. Any recording will be the Bank’s sole property, and the period for which any recording is retained will be determined by the Bank in the Bank’s absolute discretion.

5. Consolidation

The Bank may at any time and without notice to the Client combine and consolidate all or any Accounts held in the name of the Client or to which the Client is beneficially entitled and/or set off any money, whether on current account or deposit account and whether in sterling or in any other currency, which the Bank may at any time hold in any one or more Accounts against any liability owed to the Bank by the Client, whether in sterling or in any other currency and whether such liability is or may be joint or several or primary or contingent.

6. Closure

The Bank may at any time close any Account by giving notice, usually two months, to the Client of the intended date of closure. Accounts containing no assets or liabilities may be closed at the Bank’s discretion but may be reactivated at the Bank’s discretion.

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7. Joint and Partnership Accounts If the Account is a Joint or Partnership Account:-

(a) the Bank may act on the signing authority provided to it, which may include the execution of a "Discretionary Portfolio Management Agreement" and/or similar discretionary arrangement with the Bank, and/or "Third Party Investment Manager Agreement", and/or "Mandate Authorizing Third Party to draw on Account etc", and/or "Legal Charge Agreement" or such other document required in connection with the provision of credit facilities;

(b) notwithstanding any agreement among the signatories of a Joint Account, the Bank shall in the event of the death of one or more of those signatories regard the surviving signatory or signatories as fully entitled to operate the Account solely or jointly as the case may be;

(c) any liability whatsoever incurred by Joint Account holders to the Bank shall be joint and several; and (d) the liability of a partnership to the Bank shall be the joint and several liability of the partners in the

partnership and such liability shall not be terminated, prejudiced or affected by the death of any one or more of such partners.

8. Company and Trust Accounts If the Client is a Company or a Trustee:-

(a) the Client shall provide a "Mandate" and "Resolution" to the Bank in the form required by the Bank and any other documentation required by the Bank;

(b) the Bank may act on the signing instructions contained in the relevant "Mandate" as amended from time to time; and

(c) the Client warrants and represents to the Bank that it has the capacity and power to enter into and to perform its obligations under these terms and conditions and that no provision of these terms and conditions, nor the Client’s performance of them, will cause the Client to be in breach of its Articles of Association or equivalent constitutional documents, any relevant governmental consents or the laws of any relevant jurisdiction.

If the Client is a Trustee:-

(a) the Client warrants and represents to the Bank that the Client is duly authorized by the relevant trust deed and applicable law to open and operate an Account in the capacity of Trustee in accordance with these terms and conditions, and will provide a legal opinion in such form as may be satisfactory to the Bank to confirm this;

(b) the Client will provide a legal opinion in such form as may be satisfactory to the Bank and acknowledges that until this condition is satisfied the Bank shall not be expected to execute any such transactions on the Account as listed non exhaustively below: (i) any sale, purchase, exchange, reinvestment or disposal of the trust assets without restriction

save that the Bank may in its discretion accept the trust assets into the Account; (ii) give standing investment instructions to the Bank or to authorize any third party to deal with the

Bank regarding the type and extent of the investments; (iii) execution of a discretionary portfolio management agreement with the Bank or with any third

party determining the type and extent of the investment; (iv) charging or encumbering of trust assets including any in connection with transactions in financial

instruments; (v) execution of powers of attorney in favor of third parties; (vi) entering into credit agreements; (vii) cash withdrawals or withdrawals of securities; (viii) transfers of any amount from the Account to another account held in the name of the Trustee(s)

in his/her/its/their personal capacity or to an account held in the name of a third party; (ix) payment of checks (cheques) drawn on the Account and payable in favor of the Trustee(s) in

his/her/its/their personal capacity or in favor of any third party; (x) transfer(s) of trust assets without receipt of consideration and including transfer(s) of trust assets

following the closing of the account relationship or any such similar transaction; and

(c) the Client will immediately notify the Bank in writing in the event of any changes to any Settlor, Trustee, Beneficiary or Protector and will, if required, provide full details of such changes to the Bank.

9. Incapacity

Unless notice of incapacity has been given in writing to the Bank by a legally appointed representative of the Client, the Bank shall have no liability for loss resulting from the Client’s incapacity to act.

10. Statements and Advices Statements (including movements) and portfolio valuations shall be provided by the Bank periodically as requested by the client. Advices will also be sent (unless arrangements have been made to Retain or Hold Mail) the following

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business day after each individual transaction (i.e. security trade, foreign exchange, payment transaction). Joint Account statements will be sent to the first named signatory unless any other signatory so instructs in writing. Statements may be provided via electronic media by separate agreement. Statements shall be accepted as true and accurate by the Bank unless the Bank receives written notice from the Client within 30 days following dispatch. The Bank’s own books and records (whether kept on paper, micro-film, by electronic or magnetic recording, or in any other mechanically reproducible form or otherwise) shall be deemed to constitute sufficient evidence of any obligations of the Client to the Bank and of any facts and events relied upon by the Bank. The Bank’s own books and records are stored for a period of ten years, commencing at the end of the business year in which the document was created.

11. Reversal of Entries

The Bank may debit any Account for the amount of any draft, check (cheque) or similar instrument previously credited in the event they are not paid, honored or due to any error in addition to any costs incurred by the Bank as a result of non-payment or non-satisfaction. Checks (Cheques) may be returned owing to the subsequent discovery of a forgery of prior endorsements, other irregularity or fraud at any time in the future.

12. Bank's Liability

If the Client suffers any loss or incurs any expense due to the non-execution or late execution of instructions by the Bank, including instructions where the Bank or an associate has a material interest or conflict of interest in services or transactions with or for the Client, the Bank's liability shall be limited to an amount equal to the loss of interest caused by the non-execution or late execution of those instructions. The Bank, its employees and officers shall not be liable for any loss or damage of any kind suffered by the Client, under or in connection with the services provided by the Bank (other than due to the Bank's, its employees and officers negligence), including those resulting from factors over which the Bank has no control including, but not limited to, errors, omissions, strikes, industrial action, failure of power supplies or equipment, interruptions and/or failures or delays in transmission or delivery, provided in all cases that the Bank and its employees and officers have acted in good faith.

13. Indemnity

The Client and the Client's agents, officers, representatives, executors and successors shall jointly and severally indemnify the Bank and each of its affiliates and their respective employees, agents, delegates and representatives and shall hold it and them harmless from and against any costs, losses, liabilities or expenses whatsoever which the Bank or they may sustain or incur or become responsible for in any manner directly or indirectly in connection with or as a result of any service performed or action permitted under these terms and conditions or any omissions on its or their part and including any cost, loss, liability or expense incurred as a result of factors over which the Bank has no control, including those resulting from acting on instructions received by telephone, facsimile (fax) or by any other mode of communication acceptable to the Bank provided that the Bank and its employees and officers have acted in good faith.

14. Nominees and Agents

The Bank will hold or cause to be held Securities, and investments in NTIPs as nominee on trust for the Client absolutely and for the account and at the entire risk of the Client and the Client expressly authorizes the Bank to deposit Securities, and investments in NTIPs with third parties selected by the Bank for the account of and at the sole risk of the Client. Securities, and investments in NTIPs may at any time at the Bank’s option be held or registered in the name of the Bank's nominee or agent or third party and the Bank's only duty in this regard shall be to exercise reasonable care in the selection of such nominee or agent or third party. Securities, and investments in NTIPs may physically be located outside Gibraltar. The Bank shall not be liable for any act or omission or be accountable for the solvency of any nominee or agent or third party selected by it. Agents of the Bank may receive information in relation to Clients of the Bank in order to effect payment instructions. The Bank shall not be liable for loss or damage of any kind suffered by the Client arising from the use of this information.

15. Retention of Mail

If instructed by the Client, the Bank will retain all incoming and outgoing mail (including Notice concerning Securities such as trade advices or contract notes) addressed to the Client, and may at its sole discretion destroy mail retained for three years or more. The Bank accepts no responsibility or liability arising or deriving from the retention or destruction of mail, and such retention shall not affect the validity or effectiveness of notices, statements and other communications issued by the Bank to the Client, including amendments to these terms and conditions, which are retained pursuant to the Client's instructions. The Client will indemnify the Bank against any liabilities, losses, damages, costs and expenses directly or indirectly incurred as a result of the retention or destruction of mail.

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16. Interest, Fees and Charges

Interest, commissions, fees and other charges (including charges for administrative costs and any charges incurred in closing an Account) are payable by the Client to the Bank without any deduction or setoff and may be debited by the Bank to any Account. The Bank may vary its applicable interest rates, commissions, fees and other charges from time to time.

17. Assignment

The Client may not assign or otherwise transfer any of the Client's rights, interests or obligations in or relating to any Account without the prior written consent of the Bank.

18. The Bank’s discretion

The Bank may at any time alter these terms and conditions by written notice to the Client or on such other durable medium as the Bank considers appropriate. Any right or power which may be exercised or any determination which may be made hereunder by the Bank may be exercised or made in the Bank’s absolute and unfettered discretion and the Bank shall not be under any obligation to give reasons therefore.

19. Waiver

Failure by the Bank to enforce or exercise, at any time, any of these terms and conditions or any other right or remedy does not constitute, and shall not be construed as, a waiver of such term, right or remedy and shall in no way affect the Bank's right to subsequently enforce or exercise these terms and conditions.

20. Notices by the Bank

All notices, statements, advices and other communications from the Bank to the Client shall be in writing and shall be delivered by hand, telex, facsimile, e-mail or post (subject to paragraph 15 above) and shall be deemed to have been duly received at the time such notice, statement or other communication is delivered by hand, transmitted by telex or facsimile, stored in the Client's electronic mailbox or on the fifth day following posting by ordinary mail to the Client at the Client's address as held in the Bank's records or to such address as otherwise notified in writing by the Client to the Bank. The Client will indemnify the Bank against any liabilities, losses, damages, reasonable costs and expenses directly or indirectly incurred as a result of the delivery of all notices, statements and other communications. The Bank accepts no liability to the Client for any failure or delay in the delivery of notices, statements and other communications entrusted to a courier, submitted by post or entrusted for delivery pursuant to other means where such failure or delay in delivery was caused by circumstances beyond the Bank's control.

21. Declarations of Ownership

The Bank or its nominee or agent may execute (as custodian and for and on behalf of the Client) any necessary declarations or certificates of ownership, beneficial or otherwise, as may be required under any applicable laws.

22. Law and Jurisdiction

The relationship between the Client and the Bank shall be governed by and construed in accordance with the laws of Gibraltar and the Courts of Gibraltar shall have jurisdiction, but without prejudice to the Bank's right to pursue remedies in any other jurisdiction or other forum as the Bank may deem appropriate at its sole discretion. If the Client is domiciled in Luxembourg, the Client agrees that the relationship between the Client and the Bank shall be governed by and construed in accordance with the laws of Gibraltar and the Courts of Gibraltar shall have jurisdiction, but without prejudice to the Bank's right to pursue remedies in any other jurisdiction or other forum as the Bank may deem appropriate at its sole discretion for the purposes of Article 1135-1 of the Luxembourg Civil Code.

23. Deposit of Securities

The Client may request the Bank to open a Custodian Account to hold Securities deposited by the Client with and accepted by the Bank for retention in such Account. The Client at the time of the deposit and during the period such a Custodian Account remains open shall continuously warrant ownership and control of all Securities, authority to deposit all Securities received by the Bank and to give instructions in relation to the Securities and that for the purposes of the Security Interest in favor of the Bank (see paragraph 32 below) all Securities are and will remain free from any legal or beneficial encumbrances. The Client shall be responsible for and shall immediately indemnify the Bank against any losses, liabilities, claims and demands arising from the use of the Custodian Account and the assets contained therein in addition to any expenses, taxes or other charges which the Bank shall or may incur in connection with any such deposited Securities.

24. Custodian Service The Bank will provide a service which comprises:-

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(a) safe custody administration of the Securities; (b) collection of interest, dividends when due and principal moneys on maturity or sale of the Securities; (c) payment of moneys so collected to such account as may be designated by the Client; (d) furnishing periodic statements of current holdings including Securities; and (e) notification to the Client of redemptions, rights issues, bonus issues and matters relating to corporate

actions. If the Client does not respond to the notification within an appropriate time (which shall be determined by the Bank on consideration of the relevant facts in the Bank's knowledge at the relevant time) and the Bank has the option of selecting either cash or stock distributions the Bank as a policy will select cash distributions, unless the Client has expressly instructed the Bank otherwise, even if such a Client instruction is contrary to the default action to be adopted by the Bank as referred to in the corporate action. Unless advised otherwise the Bank will take no action in relation to odd-lot shares purchase offers.

25. Investment Risks and Warnings

All investments entail an element of risk. The price and value of Securities and any income that might accrue may fluctuate and may rise or fall, and may also be affected by currency fluctuations. Any reference to past performance is not necessarily a guide to future performance. All opinions expressed by or on behalf of the Bank are subject to amendment or revocation. The degree of risk attached to individual investments may change in circumstances where it is not possible within a reasonable or sufficient time or even at all to realize the particular investment. Alternative investments, derivative or structured products and NTIPs are complex instruments, typically involve a high degree of risk and are intended for sale only to investors who are capable of understanding and assuming all the risks involved. Investments in emerging markets or developing economies are speculative and considerably more volatile than investments in established markets.

Risks include but are not necessarily limited to: political risks, economic risks, credit risks, currency risks, market risks and issuer risks. An investment in complex products or NTIPs should be made only after careful study of the product documentation or the most recent prospectus and other fund information, and basic legal information contained therein. Prospectuses and other fund information may be obtained from the fund management companies and/or from their agents. It is possible even with a relatively small adverse market movement for a derivative instrument (such as an options contract) to incur an unquantifiable loss, particularly if the deposit or margin paid is low in comparison to the overall value of a contract. From time to time the Bank may provide information for the benefit of the Client regarding an investment which may be illiquid or not readily realizable. This means the market is or could become illiquid, the investment difficult to resell, and its proper price difficult to assess. The Client confirms to the Bank that the Client understands that there may be a decrease in the value of the investment as a result.

Foreign currency rates of exchange may adversely affect the value, price or income of any products mentioned in this document. Leveraged products or leveraged borrowing (i.e. borrow and proceeds reinvested with the intent to earn a greater rate of return on the investments than the cost of the borrowing interest) entails more risk and may also have the effect of investments becoming less than the loan principal and all accrued interest on the loan, which still needs to be repaid. Some products, such as for example option margin calls, may include financial commitments and other obligations, including contingent liabilities that are conditional on the cost of acquiring the product. Before entering into any transaction, investors should consider the suitability and appropriateness of the transaction to their individual investment objectives, financial situation, knowledge and experience. Further information on special risks in Securities trading, including NTIPs, Options and Structured Investment Products are contained in the document “Special Risks in Securities Trading”. For further information on the different product risks may also be obtained from your Relationship Manager.

26. Notices concerning Securities

The Bank will endeavor to forward to existing Clients within a reasonable time all notices and other communications received in respect of the Securities purchased by the Bank on behalf of the Client. The Bank will not be in any way obliged to forward notices and other communications received in respect of Securities once the Bank has closed the Client's Account(s).

Except in the case of willful neglect, neither the Bank nor any nominee or agent shall have any liability for any failure to forward such notices or communications correctly or promptly or in sufficient time for instructions to be given by the Client with regard to any matters referred to in such notices or communications.

In the absence of contrary instructions from the Client, the Bank may exercise any rights or satisfy any liabilities arising from or in respect of the Securities as the Bank in its sole discretion thinks fit and may debit the Client with the associated costs arising from the taking of such an action. The Bank will not exercise any voting rights in respect of the Securities where the Client enters into a "Discretionary Portfolio Management Application and Agreement" with the Bank.

The Bank shall not be liable for any loss arising or derived from the exercise of such rights or the satisfaction of such liabilities or the failure by the Bank to take any such action.

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27. Bank’s Interest

The Client acknowledges that the Bank is part of the Credit Suisse Group which is involved in banking and investment banking including corporate finance and capital markets activities, in Securities issuing, Securities distribution, research and trading, investment management and the operation, distribution and management of collective investment schemes. Therefore, the Bank and/or any associate has or may have a material interest or conflict of interest in services or transactions with or for the Client. Details of how the Bank manages or avoid actual or potential conflicts of interest are set out in our Conflicts Policy as follows:

27.1 Conflict of Interest Policy

27.1.1 Introduction

Credit Suisse Group has adopted a Global Policy (“Policy”) to address actions or transactions with the Credit Suisse Group that may give rise to actual or potential conflicts of interest (“Conflicts”). This Policy aims to uphold Credit Suisse Group’s reputation for integrity and fair dealing, meet regulatory expectations and maintain the trust and confidence of the Bank’s Clients and counterparties. The Policy makes up one part of the Bank’s ongoing commitment to adhere to the highest standards of ethical conduct in relation to the Bank’s treatment of the Bank’s Clients and conflict management. This document aims to summarize the key aspects of that Policy.

27.1.2 The Policy

The Bank’s Policy is to manage, and where necessary prohibit, any action or transaction that may pose a Conflict between the Bank’s, or the Bank’s employees’, interests and those of the Bank’s Clients.

27.1.3 Rationale

Like every global financial services provider that engages in a wide range of businesses and activities, the Bank faces potential Conflicts on a regular basis. The Bank strives to manage them in a manner consistent with the highest standards of integrity and fair dealing. In order to ensure that these standards are met the Bank continually and proactively seeks to identify and manage Conflicts to avoid both the appearance of, as well as actual, impropriety.

27.1.4 Identification of Conflicts

Conflicts are unavoidable in an integrated global financial services operation. The Bank undertakes a number of activities and provides a number of services where there is a risk that the interests of one or more Clients could be compromised. These include:

(a) trading on behalf of Clients; (b) trading for the Bank’s own account; (c) managing portfolio’s of investments; (d) providing investment advice; (e) underwriting and/or placing of securities; and (f) publishing investment research.

While it is not practical to define precisely or create an exhaustive list of all relevant Conflicts that may arise in the Bank’s business, there are several identifiable categories of Conflicts: (a) Client-Bank Conflicts

Potential Conflicts may exist between Client interests and the interests of a particular business unit or the Credit Suisse Group generally. These types of Conflicts include situations where the Bank may be unfairly advantaged at the expense of a Client

(b) Client-Client ConflictsPotential Conflicts may also exist between different Clients or different types of Clients. In these situations, one Client may receive preferential treatment which could negatively impact another Client.

(c) Employee-Client Conflicts Potential Conflicts may also exist between the interests of an employee and the interests of Clients. In these situations, employees’ interests may not be aligned with the best interests of Clients.

27.1.5 Conflicts Management

The Bank employs a number of techniques to manage and mitigate conflicts of interest including:

(a) using physical and electronic information barriers to stop and control the flow of information between certain parts of the Bank’s business;

(b) monitoring to ensure proper functioning of the information barriers; (c) a reputational risk review process for the escalation of Conflicts that fall outside of established Conflicts-

resolution procedures; and (d) provision of internal guidance and training to relevant employees to raise their awareness of Conflicts

and how to deal with Conflicts when they arise.

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In addition, there are various other policies and processes in place that address Conflict, at all levels within the Credit Suisse Group. These include for example; personal account trading, outside business interests, gifts and entertainment, new issues allocation and the independence of financial research.

27.1.6 Use of Disclosure

Where the Bank has used all reasonable efforts to manage a Conflict but those efforts are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a Client will be prevented, the Bank will consider whether disclosure is appropriate or whether, bearing in mind the risks involved, the Bank should refrain from acting for one or more of the Bank’s Clients.

27.2 While the Bank believes that the measures contained in the Bank’s Conflicts Policy should ensure, with reasonable confidence, that risks of damage to the Clients interests will be prevented the Bank feels that it is prudent to alert the Client to the situations in which a conflict of interest might arise. For example, when the Bank recommends a transaction to the Client or enters into a transaction for the Client, the Bank or one of the Bank’s associates could be:

(a) dealing as principal for its own account by selling the Security concerned to the Client or buying it from the Client and thereby making a profit (or loss) or taking a mark-up, mark-down or credit for it’s own account;

(b) acting as agent or arranging a transaction for an associate or another Client or investor and also acting as agent for the Client in the same transaction, and receiving and retaining commission or other charges from both parties, and the price of the transaction being different from the bid or, (as the case may be), offer price;

(c) buying or selling units in a collective investment scheme where the Bank, or an associate is the trustee, operator (or an advisor of the trustee or operator) of the scheme;

(d) buying Securities where an associate is involved in a new issue, offer for sale, rights issue, takeover offer, other offer or similar transaction concerning the Security;

(e) executing a transaction for or with the Client in circumstances where the Bank has knowledge of other actual or potential transactions in the relevant Security;

(f) holding a position in, or trading, dealing or market making in, Securities purchased or sold by the Client;

(g) sponsoring, underwriting, sub-underwriting, placing, purchasing, arranging, acting as stabilizing manager for, or otherwise participating in, the issue of Securities purchased or sold by the Client;

(h) acting as advisor or banker to, or having any other business relationship with, or interest in, the issuer (or any of its associates or advisors) or any Securities purchased or sold by the Client or advising or acting as banker to any person in connection with a merger, acquisition or take-over by or for any such issuer (or associate);

(i) being the issuer of any Securities purchased or sold by the Client (or being advisor or banker to, or having any other business relationship with) the trustee, custodian, operator or manager of, or investment advisor, to any form of collective investment scheme in which interests are purchased or sold by the Client; or

(j) acting as banker to the Client and/or extending credit to the Client.

27.3 If the Client objects to the Bank acting, on the basis set out in this clause, notwithstanding that the Bank has a material interest or conflict of interest it should notify the Bank’s Head of Legal & Compliance in writing. Unless so notified, the Bank will assume that the Client does not object to the Bank so acting.

27.4 Any instructions received to buy or sell Securities (other than equities) may be fulfilled (in whole or in part) by the sale to or the purchase from the Client of the relevant Securities by an associate of the Bank. This will generally not be disclosed to the Client in advance.

27.5 Other Remunerations

In certain circumstances the Bank pays to or receives from other legal entities of Credit Suisse or third parties remunerations, fees, commissions, refunds, rebates, other monetary or non-monetary benefits in connection with the provision of services (“Other Remunerations”).

Other Remunerations are not charged additionally to the Client.

The amount of Other Remunerations depends on several aspects such as nature and frequency of the transactions and investments as well as volume of the holdings.

The calculation of Other Remunerations received is presented in the schedule below.

Exceptions to this arrangement detailed in the schedule below will be disclosed to the Client together with the product-specific information.

Further details of Other Remunerations paid will be provided to the Client on the Client’s request.

Changes in the fee ranges will be presented to the Client in an adequate manner.

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Other Remunerations affect the Bank-Client relationship due to potential conflicts of interest, which are effectively managed, as disclosed in paragraph 27.1 above.

Product Classes Product Category

Fee Range (In percentage of investment volume

on an annual basis) Funds(1) Money Market Funds Up to 1.0% Bond and Real Estate Funds Up to 1.6% Other Investment Funds Up to 2.0%

Structured Products Cash Investments Up to 1.5% Bond Investments Up to 1.5% Mixed Investments Up to 1.5% Alternative Investments Up to 1.7% FINER Up to 3.5% Equity Investments Up to 2.5%

Discretionary Mandates(2) Funds and Alternative Investments Up to 0.75% Other discretionary mandates Up to 0.4%

Notes (1) Funds: Other Investment Funds such as: Alternative Investment Funds, Hedge Funds, Private Equity Funds, Fund of Funds, Equity Funds, Portfolio Funds etc. (2) Discretionary Mandates: Other Discretionary Mandates such as: Premium, Classic and Total Return.

The relationship between the Bank and the Client is as described in these Terms and Conditions. Neither the relationship, nor the services the Bank provides, nor any other matter, will be deemed to give rise to any fiduciary or equitable duties on the Bank’s part, or that of any associate, which would prevent or hinder it from market-making or otherwise acting in a dual capacity (either as principal or agent) in respect of Securities sold or purchased or to be sold or purchased by the Client, in doing business with associates, connected Clients and other investors whether for the Client’s account or for the account of associates, connected Clients and/or other investors or in any other way from acting as provided in these Terms and Conditions.

28. Research When the Bank disseminates research to the Client, the Bank shall do so in accordance with the requirements of the Bank’s Conflict of Interests Policy as disclosed in paragraph 27.1 above. Where the Bank is in possession of, or otherwise aware of, investment research that the Bank might disseminate to the Bank’s Clients but the Bank has not yet disseminated that research, the fact that the research has not yet been disseminated will not prevent the Bank or any associate from acting as a market maker or from executing orders that the Bank or the associate has received from Clients in relation to the investments that are the subject matter of the research. The Bank or the Bank’s associates may from time to time provide research reports and recommendations to the Client (but are under no obligation to do so). Where the Bank does so, the Bank need not (subject to the Bank’s obligations under the Gibraltar Legislation and FSC Regulations) ensure that any advice or information the Bank gives is given to the Client either before or at the same time as it is made available to the Bank’s associates or to the Bank or their employees, officers or directors. Further it is possible that the Client may not be receiving such advice or information at the same time as the Bank’s other Clients. Subject to the Bank’s obligations under the Financial Services Act and FSC Regulations, the Bank will be under no obligation to take account of any reports and recommendations issued to the Bank’s Clients when the Bank advises or deals with or for the Client. Further, the Bank need not ensure that the Bank’s advice or dealings for the Client takes account of any research which has been carried out for the Bank’s or the Bank’s Associates’ market makers or otherwise with a view to assisting the Bank or the Bank’s Associates own activities. The Client agrees not to pass on any research publication to another person without the Bank’s prior written approval. Where the Bank does consent, such passing on must be in accordance with any restrictions set out in the document on the class of person to whom the document may be passed on.

29. Central Clearing Securities deposited by the Client may at the Bank's sole discretion be deposited with correspondent Banks or in a central clearing facility in the name of the Bank (subject to paragraph 14) and such deposit will be subject to the laws of the jurisdiction of the correspondent bank or central clearing facility, but for the account of the Client and at the Client's sole risk. Securities so deposited may be commingled with securities belonging to other parties and the Client acknowledges that identification by distinctive numbers of securities owned by the Client may not be possible or feasible.

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30. Bank's Responsibility The Bank will exercise the same care with respect to the custody of Securities deposited by the Client as it would exercise in respect of its own property of a similar nature (save that the Bank need not maintain any insurance for the Client's benefit). The Bank exercises due skill, care and diligence in the selection, appointment and periodic review of any Sub-Custodian but, apart from this obligation, we shall not be liable for any acts or omissions of that Sub-Custodian (except where such Sub-Custodian is the Nominee Company (in which case we shall be liable for its negligence, willful default and fraud). Notwithstanding the above, the Bank will be responsible only for the performance of such duties as are set out in these terms and conditions or as may otherwise be agreed between the Client and the Bank in writing. All collections of funds or other property paid or distributed in respect of Securities will be made at the Client's own risk.

31. Return of Securities Upon closure of a Custodian Account, the Bank will forthwith deliver all deposited Securities to the Client upon the Client satisfying all amounts due and payable to the Bank, the Client acknowledging the Bank's lien over such Securities until payment in full is made to the Bank. The Bank shall not be bound to return Securities bearing serial numbers identical to those deposited so long as the Securities returned to the Client are of the same class, denomination, nominal amount and rank pari passu with those recorded as held by the Bank in the Client's name.

32. Charge The Client charges to the Bank by way of first fixed charge:-

(a) the Deposit in any currency and whether in addition to or by way of renewal of or replacement for any sums previously deposited with the Bank by the Client or otherwise together, in each case, with any interest from time to time in respect thereof to the intent that such charge shall operate as a release in the Bank's favor of the Bank's debt to the Client represented by the Deposit, and

(b) all Securities and all benefits, rights, and entitlements arising therefrom as a continuing security for the payment and discharge to the Bank on demand of all moneys and the satisfaction of all liabilities, present or future, actual or contingent (including liabilities as surety or guarantee) for which the Client may be or become liable to the Bank on any account or in any manner whatsoever and whether alone or jointly with any other person or persons and whether as principal or surety, together with all interest, commissions, fees, charges, costs and expenses incurred by the Bank in relation to the Client or the property hereby charged and which the Bank may incur in enforcing its charge or in obtaining payment from the Client or in attempting so to do.

33. Security

So as to provide greater security over the Deposit and Securities, the Client agrees that, if and for so long as any monies or liabilities are outstanding to the Bank:-

(a) any mandate which, but for the charge in favor of the Bank, would govern the operation of the Deposit or any Custodian Account shall be suspended;

(b) notwithstanding the foregoing, the Bank may at any time at its discretion be entitled (but not bound) to accept any request from the Client given in conformity with any suspended mandate with regard to the Deposit or any Securities (including withdrawal of moneys and payment of interest) but in acting upon any such request, the Bank shall be deemed not to have released its charge or otherwise waived its rights;

(c) no liability whatsoever shall attach to the Bank by reason of the Bank acting or refusing or neglecting to act on any request from the Client;

(d) if the Deposit shall be held at any time on an interest bearing account, it shall at expiry be re-deposited upon such terms as may be agreed between the Bank and the Client or, failing such an agreement, upon such terms as the Bank shall determine in its sole discretion; and

(e) the Client will, upon the Bank's request, execute and sign all such transfers, powers of attorney or other documents as the Bank may require to effect the registration of the Securities in the name of the Bank or its nominee or a purchaser or a transferee.

34. Margin

The Client shall maintain such margin of security in relation to the aggregate of the monies and liabilities as referred to in paragraph 33 above as the Bank shall from time to time require by the deposit with the Bank on demand of additional sums (which shall form part of the Deposit) or additional collateral approved by the Bank, which shall be charged absolutely to and held by the Bank subject to these terms and conditions.

35. Bank’s Certificate

For all purposes, including any legal proceedings, a certificate by any of the Bank’s officers as to the existence and sums of moneys and liabilities for the time being due or incurred by the Client and/or stating the existence of a default by the Client of any moneys and/or liabilities owing to the Bank shall be conclusive evidence thereof.

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36. Default

If the Client fails to pay or settle on the due date or on demand any of the monies or liabilities referred to in paragraph 33 above, or in any event of default as specified in any facility agreement between the Bank and the Client is triggered, the Client acknowledges that the Bank may at any time thereafter and without prejudice to any other right or remedy the Bank may have:-

(a) apply the whole or any part or parts of any Deposit in or towards payment of any such monies or liabilities as aforesaid as the Bank may think fit;

(b) for such purposes convert at the Client's expense the whole or any part or parts of any Deposit into any other currency; and

(c) sell the Securities or any part of them in such manner and at such price or prices, without being responsible for loss, as the Bank may deem expedient subject to applicable law and (subject to paragraph 38 below) apply the net proceeds thereof in or towards payment of any such monies or liabilities as aforesaid as the Bank may think fit. Upon any sale of the Securities or any of them which the Bank may make or purport to make the Client will indemnify the Bank against any claim which may be made against the Bank by a purchaser by reason of any defect in the Client's title to such Securities.

37. Avoidance of Payments

Subject to applicable law, no assurance, security or payment which may be avoided or adjusted under any legislation relating to bankruptcy or insolvency and no release, settlement or discharge given or made by the Bank on the faith of any such assurance, security or payment shall prejudice or affect the right of the Bank to recover from the Client or to enforce the security created hereby.

38. Suspense Account

The Bank may, at any time, place and keep, for such time as it may in its sole discretion think prudent, any moneys received, recovered, or realized by virtue of the security hereby given or under any other guarantee or security to the credit of either the Client or such other person or transaction (if any) on suspense account as the Bank shall think fit, without any intermediate obligation on the Bank's part to apply the same or any part thereof in or towards the discharge of the monies as aforesaid, or to treat the Client's liability as reduced.

39. Calls

The Client shall duly and promptly pay all calls which may from time to time be made in respect of any unpaid monies arising or deriving from any of the Securities and will duly and promptly pay any other monies which may lawfully be required to be paid arising or deriving in respect of any of the Securities.

40. Exclusion

Sections 17 and 20 of the Conveyancing and Law of Property Act 1881 shall not apply to the security created hereunder and are hereby wholly excluded.

41. Data Protection (a) The Data Protection Act 2004 (the “DPA”) imposes requirements on persons who process “personal

data” as defined in the DPA. The Bank’s obligation is to comply with the terms of the DPA and the Bank shall be responsible for any loss or damage suffered by the Client as a result of the Bank’s failure to comply with the DPA. If the DPA also applies to the Client, the Client agrees to comply with it and shall be responsible for any loss or damage suffered by the Bank as a result of the Client’s failure to comply with it.

(b) The Bank shall process, and the Client hereby unambiguously consents to the Bank processing, sharing or otherwise dealing with, personal data given to it or held by it in relation to the Client only for any of the following purposes:

(i) implementing these Terms and Conditions; (ii) Without prejudice to the generality of section 41(c), (I) Market leader(s) from Credit Suisse Zurich, Switzerland, who is/are responsible for the market to

which that client belongs, will be granted access to any or all of the Client’s personal data (including name, age, address) whilst visiting the offices of CS Gibraltar. For this purpose the Client accepts that (a) Credit Suisse has created the position of Market Leader in order to, inter alia, better service the market to which that client belongs, (b) having a Market Leader creates one centralized contact per market that is tailored to client’s needs, (c) the markets' growing complexity has had to be addressed by a more efficient coverage of the multifaceted Clients' service needs, and (d) a more focused approach to a market increases expertise, understanding and a comprehensive perception of that market, the Client’s specific business needs, cultural frameworks, together with the Client’s regulatory, fiscal and political environment, and so decreases risks for Clients, the Bank and the Bank’s employees. The Client also accepts that from the perspective of the Bank, the market to which the Client belongs is

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determined by the Client’s country of residence which in turn is determined by the address provided to the Bank by the Client. If the Client is in doubt as to his country of residence he should contact his/her relationship manager.

(II) transfer of client files to a storage company in Gibraltar for archiving and or destruction. (iii) any legitimate reason required by any law of any jurisdiction to which the Bank is subject; and/or (iv) for any purposes in connection with any services provided or offered to the Client by the Bank.

(c) If the Bank considers the Client is a Politically Exposed Person or other category of persons that might cause reputational damage to its parent company Credit Suisse, the Client agrees that the Bank may transfer personal data about the Client to Credit Suisse Group companies in the United Kingdom and Switzerland. The Client further agrees to allow the transfer of personal data to said international locations for the purpose of credit oversight. The Client unambiguously consents to all transfers of personal data to such Credit Suisse Group companies as are mentioned above as and when the Bank deems appropriate. The Client may impose any limitation on the circulation of data it wishes by agreeing it in writing with his RM.

(d) The Client understands that the data protection legislation in Switzerland (which is outside the European Economic Area (“EEA”)) may not give the same protection as the data protection legislation inside the EEA.

(e) If relevant, the Client represents and warrants to the Bank that the Client has all the necessary and relevant unambiguous consents and permissions of all relevant data subjects whose personal data is provided to the Bank by the Client to carry out the processing of personal data that these Terms and Conditions contemplate, including any transfers of personal data outside the EEA.

(f) If the Client is a “data controller” within the meaning of the DPA and the Bank processes personal data on the Client’s behalf, the Bank agrees to act only on the Client’s instructions and to comply with obligations equivalent to the obligations imposed on a data controller by section 6.(1)(d) of the DPA.

(g) Should the Bank agree to provide a retained mail service to the Client, important communications from the Bank requiring the provision of further information from the Client, will not be received by the Client and the Client therefore accepts the risk that personal data held by the Bank may not be accurate and up-to-date. The Client accordingly hereby agrees to waive any rights he may have under the DPA in relation to the accuracy and quality of any such data.

(h) On making a request in writing to the Bank the Client is normally entitled to have made available to him in an intelligible form all the information that constitutes his personal data and any information available to the Bank as data controller as to the source of that data. Section 19 of the DPA provides that personal data is exempt from disclosure under Section 14 of the Criminal Justice Act (‘CJA’) in any case where the application of that provision would be likely to prejudice the prevention or detection of crime or the apprehension or prosecution of offenders. Where the Bank withholds a piece of information in reliance on the section 19 exemption, it is not obliged to tell the Client that any information has been withheld. The information in question can simply be omitted and no reference made to it when responding to the Client who has made the request. However, even when relying on this exemption, the Bank shall endeavor to provide as much information as possible to the Client, always having regard to the overarching obligations the Bank has under the DPA and CJA.

42. Hours of business

The Bank shall not be liable for any acts it is requested to take resulting from instructions and/or messages from the Client outside of the Bank’s business hours. Information regarding applicable cut-off times for payments and other transactions, and the Bank's business hours are available on request.

43. Cancellation

The Client has a right to cancel the Agreement with the Bank. The right must be exercised within 14 days from the effective date by giving notice in writing to the Bank. The right to cancel does not extend to transactions carried out under these terms and conditions that occur during the cancellation period, where the price depends on fluctuations in the financial market place outside the Bank’s control.

44. Deposit Guarantee Scheme The Client may have the right to claim under the Gibraltar Deposit Guarantee Scheme (“DGS”) for losses resulting from the Bank being unable to meet it’s obligations. Further information in respect of the DGS can be obtained from the DGS Board by visiting the DGS website: http://www.gdgb.gi/ or by contacting the DGS at (350) 20040283.

45. Investor Compensation Scheme The Client may have the right to claim under the Gibraltar Investor Compensation Scheme (“GICS”) for losses resulting from the Bank being unable to meet its obligations. Further information in respect of the GICS can be

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obtained from the GICS Board by visiting the GICS website: http://www.gics.gi/ or by contacting the GICS at (350) 20040283. A Professional Client (see paragraph 1) is not covered by GICS.

46. Complaints Complaints will be handled in accordance with the Bank’s internal complaint handling procedures, a copy of which is available on written request. If there is a complaint about the Bank it should if possible be first raised with the RM who will provide, if appropriate, a copy of the procedure as well as the Bank’s initial response. The Client may write to the Head of the Bank or the Head of Legal & Compliance. For the purposes of payment services, in accordance with the provisions of section 2.5 and the generality of these terms and conditions, Clients and other interested parties, including consumer associations, may submit complaints to the competent authority, being the Financial Services Commission, with regard to payment service providers' alleged infringements of the provisions of the Payment Services Regulations. The provisions of the Arbitration Act shall apply for the settlement of disputes between payment service users and their payment service providers concerning rights and obligations arising under the Payment Services Regulations as if there were an Arbitration Agreement between them providing for the reference of disputes between them to an official referee for all the purposes of section 7 of the Arbitration Act. In the case of cross-border disputes, the competent authority, the Financial Services Commission, shall facilitate and encourage the cooperation of the bodies or persons actively involved in resolving disputes mentioned above.

47. Information about the Bank

The registered office of the Bank is: First Floor, Neptune House, Marina Bay, Gibraltar. The Bank can be contacted by telephone at (350) 2000 4000 or by fax at (350) 2000 4900. The Bank’s website is: http://www.credit-suisse.gi

The Bank is authorized and regulated by the FSC. The Bank is:

(a) authorized for deposit taking business; (b) authorized to conduct investment business; and (c) licensed as a Collective Investment Scheme Depositary.

Information about the Bank’s authorization and licence can be checked by visiting the FSC’s website: http://www.fsc.gi/fsclists/bnklist.asp, or by contacting the FSC by telephone at (350) 20040283. The FSC’s address is: Suite 943, Europort, Gibraltar. The Bank is a wholly owned subsidiary of Credit Suisse, incorporated in Switzerland. The website of Credit Suisse is: http://www.credit-suisse.com The Bank’s principle service is that of a Private Bank providing comprehensive advice and a broad range of investment products and services tailored to the complex needs of high-net-worth-individuals.

48. Client Classification Unless otherwise agreed the Client will be treated as a Retail Client which will afford the Client the highest level of regulatory protection. If the Client is acting as agent for someone else, the Bank will treat the Client alone as the Bank’s Client for the purposes of Gibraltar law and the FSC regulations and the Client will be liable, in addition to that other person, in respect of any transactions the Bank enters into with or for the Client. Retail Clients can request treatment as Professional Clients. These Clients are referred to by MiFID as elective Professional Clients. Clients other than those mentioned under the definition of Professional Clients (see Paragraph 1(a)), including public sector bodies and private individual investors, may also be allowed to waive some of the protections afforded by GICS. The Bank is allowed to treat any of these Clients as elective professionals provided the relevant criteria and procedure mentioned below are fulfilled. These Clients should not, however, be presumed to possess market knowledge and experience comparable to that of Professional Clients. Any such waiver of the protection afforded by GICS shall be considered valid only if an adequate assessment of the expertise, experience and knowledge of the Client, undertaken by the Bank, gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the Client is capable of making his own investment decisions and understanding the risks involved. This will need to be suitably documented and appropriately evidenced. The Bank must take reasonable care to ensure that a Retail Client requesting treatment as an ‘elective’ Professional Client is able to meet the ‘qualitative’ criteria and, as part of this, a separate ‘quantitative’ test. The qualitative assessment requires the Bank to undertake an adequate assessment of the expertise, experience and knowledge of the Client that gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the Client is capable of making his own investment decisions and of understanding the risks involved. In relation to MiFID business, at least two of the following quantitative criteria should be satisfied:

(a) the Client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters;

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(b) the size of the Client’s financial instrument portfolio, defined as including cash deposits and financial instruments exceeds EUR 500,000;

(c) the Client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged.

The fitness test applied to managers and directors of entities licensed under European Union Directives in the financial field could be regarded as an example of the assessment of expertise and knowledge. In the case of small entities, the person subject to the above assessment should be the person authorized to carry out transactions on behalf of the entity. Therefore if a Client wishes to be treated as a Professional Client the following procedure must be followed:

(a) they must state in writing to their RM at the Bank that they wish to be treated as a Professional Client; (b) the Bank will then give the Client a clear written warning of the protections and GICS rights they might

lose, and; (c) the Client must state in writing, in a separate document from the contract, that they are aware of the

consequences of losing such protections. (d) The Client should complete the Bank’s form “Professional Client Reclassification Notice”, which the

Client will be required to sign and return to the Bank.

If the Bank agrees with the Client that the Client is to be treated as a Professional Client the Bank will document this in the “Professional Client Reclassification Notice”.

Before accepting any waiver, the Bank will be required to take all reasonable steps to ensure that the Client requesting to be treated as a Professional Client meets the relevant requirements stated above.

Professional Clients are responsible for keeping the firm informed about any change, which could affect their categorization. Should the Bank become aware, however, that the Client no longer fulfils the initial conditions, which made him eligible for a professional treatment, the Bank reserves the right to take appropriate action.

If the Bank categorizes the Client as a Professional Client, the Client may request that the Bank re-categorizes the Client as a Retail Client, however, please note that the Bank is not obliged to agree to the Client’s request which will be assessed on its merits at the Bank’s discretion.

The Client must contact his RM if the Client is in any doubt about the Client’s classification.

49. Language These terms and conditions are available only in English and all communications in connection with the services the Bank provides shall be in English unless the Bank notifies the Client otherwise. From time to time marketing material may be available in French, German or Spanish. In case of conflict between the language versions the English version will be considered to be correct. The Client must communicate with the Bank in English. Copies of the Banks Terms and Conditions are available upon request from the Bank or from the Bank’s website: https://www.credit-suisse.com/gi/privatebanking/doc/general_terms_and_conditions.pdf

50. Account Balances

A minimum charge of GBP 500 is charged per quarter for Safekeeping services as detailed in paragraph 55. For specific details on any charges please see the Bank’s Tariff List or please contact your relationship manager.

51. Interest If the Client asks the Bank, the Bank will advise the Client about the interest rates applied to:

(a) any credit balance. Credit interest on current account balances is paid quarterly in arrears on Swiss Francs, Euro, Pounds Sterling and US Dollars, subject to market conditions; and

(b) any debit balance on any Account. If the Client defaults in paying any amount when due, interest and capital will be payable by the Client to the Bank on demand. Interest will accrue on such sum due until the Client settles it (before as well as after judgment) and will be calculated at the debit default rate set by the Bank. If the Default Debit Rate cannot be ascertained for any reason or is insufficient to compensate the Bank for the Bank’s loss or expense, as determined solely by the Bank, such interest will be calculated at the rate per annum determined by the Bank to be equal to the loss of interest suffered by the Bank. The Default Debit Rate is the rate that the Bank would pay for the funds in the relevant Currency and for the relevant term in the London inter-bank market as determined by the Bank in the Banks absolute discretion, plus where the relevant default relates to an advance, overdraft or guarantee, five per cent (5%) per annum. The Bank is entitled to vary interest rates (including the Default Debit Rate) at any time, either with immediate effect or with effect from a specified date by giving the Client notice.

52. Payments and Credit Card administration

A charge is made by the Bank for remittances and Bankers Drafts. Clients should note the possibility that other taxes or costs may exist that are not levied by the Bank but by other counterparties. The charges are exclusive of

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third party charges which, are separately charged to the customer. For outgoing electronic payments, the account name and number and IBAN number of the remitting account holder, and the account name or number and IBAN number of the receiving account holder must be included in the payment message. For specific details on charges please see the Bank’s Tariff List or please contact your relationship manager.

53. Discretionary Portfolio Management

A management fee is an ‘all-in’ fee payable of 1.2% on the first GBP5Mio and 0.7% thereafter. This fee is valid for all mandates except for the lowest risk Fixed Income mandates where a reduced fee of 0.7% on the first GBP5Mio and 0.3% thereafter will be applied. These fees will be charged quarterly in arrears on the total market value of the discretionary portfolio. For specific details on charges please see the Bank’s Tariff List or please contact your relationship manager.

54. Purchases and Sales of Securities

Commission rates for purchases and sales of securities are charged, subject to a minimum fee per transaction, plus international brokerage, agents fees, stamp duty, taxes etc., where applicable. For specific details on charges please contact your relationship manager.

The Bank may from time to time receive commissions in connection with the transactions carried out on behalf of its Clients, as detailed in paragraph 27.5. The Client acknowledges and consents to the Bank receiving such commissions.

55. Safekeeping

A quarterly fee of the average market value of Securities held in safe custody is payable for this service which shall entitle the Client to: access Credit Suisse Group research and commentary, obtain personalized investment advice on request (subject to paragraph 25 above), safe custody services including external custodian fees, the Bank's coupon and dividend collection, and corporate actions service, obtain advice on industry trends/international directives, make standing instructions for investments, obtain interim valuations, statements and transaction advice, the Bank's postage for sent mail service, make limit orders on Securities (subject to paragraph 2.1.2 (d) above), and make account enquiries. The fee is applied to cash holdings (including cash held on current accounts, preferential current accounts or on fixed deposit). For specific details on charges please see the Bank’s Tariff List or please contact your relationship manager.

56. Other Services The costs and charges of other services such as Fixed Deposits, Foreign Exchange Spot contracts or Forward Foreign Exchange Contracts, Loans and Guarantees are available upon request from your Relationship Manager. As stated in paragraph 18 above the Bank may at any time alter these terms and conditions by written notice to the Client or on such other durable medium as the Bank considers appropriate. The Bank reserves the right to alter these rates without notice provided that these are more favorable to the Client.

The Bank’s interest rates for current accounts and preferential current accounts shall be quoted on the Portfolio Valuation Statements. This may also be requested on demand from your Relationship Manager.

Details of other services and the applicable commissions, fees, foreign exchange margin and other charges, including those associated with retained mail, courier charges, additional copies of advices or statements and extraordinary tasks please see the Bank’s Tariff List or please contact your relationship manager

57. Other costs

The possibility exists that other costs, including taxes, related to the transactions in connection with Securities, Investments in NTIPs, Deposits, Remittances and other services, may arise for the Client. In certain circumstances these may not have been paid by via the Bank or imposed by or on the Bank, and must be settled by the Client directly. Foreign exchange charges will be levied by a Correspondent Bank if the Client remits a currency payment to the Correspondent Bank which holds an account in a different currency. The Client acknowledges and consents to the Correspondent Bank levying the exchange charge.

58. Shared Relationships

Charges levied may be passed on to other members of the Credit Suisse Group, in cases where a shared relationship exists, subject to an internal revenue split agreement. The Client does not incur any additional charges as a result.

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59. Traded Options 59.1 The Bank will at its discretion accept instructions given by or on behalf of the Client. Warrants are

Options in securitized form. There is no obligation on the part of the Bank to place any individual contract.

59.2 All transactions handled by the Bank on behalf of the Client are subject to the rules and norms applicable to the exchange and/or clearing house rules concerned, particularly those relating to position limits and other limits. The Client hereby undertakes to observe these limits.

59.3 The Client represents to the Bank that the Client understands transactions involving options and, in particular, is aware of the risks involved, which are summarized in 59.12 to 59.24 below.

59.4 The Client shall pay to the Bank, and the Bank may debit the Client’s account automatically, all commissions, fees and expenses incurred.

59.5 The Client shall pay to the Bank on demand all amounts required by the Bank to settle losses resulting from the liquidation of positions taken on the Client’s behalf.

59.6 The Bank will send written confirmation of each contract executed. If the Client notices any discrepancy between the Client’s own records and the terms stated in the written confirmation, the Bank must be informed in writing immediately. If the Bank is not informed of any such discrepancies in this way, the terms of the written confirmation shall be deemed to have been accepted. If the Client has instructed the Bank to retain mail the risks inherent in such an arrangement shall be borne by the Client. In the absence of such an arrangement, if the Client has not received the written confirmation, the Client shall be bound by the Bank’s written confirmation as if the confirmation had been received in the ordinary mail.

59.7 In the event of any inconsistency between the applicable market rules and these terms and conditions the applicable market rules will prevail.

59.8 Without prejudice to the Bank’s rights under these terms and conditions, upon the happening of any of the following events, the Bank shall have the right at its discretion to close out all transactions where the Client: (a) makes any misrepresentation to the Bank; (b) does not pay the Bank any deposit, margin or other payment due under any transaction at the

time required; (c) fails to make or take delivery of any assets pursuant to a transaction; (d) fails to make any payment due to the Bank on the due date; (e) fails to perform any of the other terms of this Agreement; (f) fails to repay any debit balance on any of the Client’s accounts with the Bank within one

business day of the Bank requesting the Client to do so; (g) is presented with a bankruptcy petition against the Client or, if the Client is a company, a

receiver, manager, provisional liquidator or liquidator is appointed; (h) merges with any other entity; (i) is in material breach of or default of under any other agreement or obligation by which the Client

is bound. 59.9 The Bank shall not be liable for any price variance relating to transactions requiring non-standard

settlement. 59.10 The Bank, an associated company or some other persons or company connected with the Bank may

have a material interest, relationship or arrangement in connection with the transaction or investment concerned. This may include:- (a) being the financial advisor to the company whose securities the Client is buying or selling, or

acting for that company in a take-over bid; (b) receiving payments or other benefits for giving business to the firm through which the Client’s order is

transacted.

When the Bank carries out a transaction for the Client the Bank may match the transaction with that of another Client for whom the Bank is also acting.

59.11 From time to time the Bank may provide information for the Client on an investment which may be illiquid or not readily realizable. This means the market is or could become illiquid, the investment difficult to resell, and its proper price difficult to assess. The Client confirms to the Bank that the Client understands that there may be a diminution in the value of the investment as a result.

59.12 Warnings and notes

The following paragraphs do not disclose all of the risks and other significant aspects of Options trading. The Client should not deal in Options unless the Client understands the nature of the contract being entered into and the extent of exposure to risk. The Client should also be satisfied that the contract is suitable in the light of the Client’s circumstances and financial position. Certain strategies such as a ‘spread’ position or a ‘straddle’ may be as risky as a simple ‘long’ or ‘short’ position. Whilst Options can be utilized for the management of investment

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risk, some instruments involve different levels of exposure to risk, and in deciding whether to trade in such instruments the Client should be aware that there are many different types of Options with different characteristics subject to different conditions, and examples of these (which are not all inclusive) are provided below. 59.13 Buying Options

Buying options involves less risk than selling options because, if the price of the underlying asset moves against the Client, the Client can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. In order to buy options the client must have sufficient funds available to pay the corresponding premium.

59.14 Writing Options If the Client writes an option, the risk involved is considerably greater than buying options. The Client may be liable for a margin to maintain the Client’s position and a loss may be sustained well in excess of any premium received. By writing an option, the Client accepts a legal obligation to purchase or sell the underlying asset if the option is exercised against the Client, however far the market price has moved away from the exercise price. If the Client already owns the underlying asset which the Client has contracted to sell (known as ‘covered call option’) the risk can be reduced. The Bank executes order to sell covered options only if the Client holds the corresponding amount of underlying assets in his/her safekeeping account with the Bank. By issuing the order, the Client instructs the Bank to deliver or transfer these underlying assets to its contracting party if the option is exercised. The Client hereby pledges these underlying assets and/or all rights attaching thereto to the Bank as security for the order. The Client hereby expressly authorizes the Bank to further pledge to its correspondents, the option exchange or its clearing house the underlying assets – and/or the rights attaching thereto – pledged to it by the client. This right of lien lapses automatically if the option is not exercised before expiration or before it is closed out. 59.15 Traditional Options

A particular type of option called a ‘traditional option’ is written by certain London Stock Exchange firms under special exchange rules. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

59.16 Margins

Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation the Client may subsequently be called upon to pay a margin on the option up to the level of the Client’s premium. If the Client fails to do so as required, the Client’s position may be closed or liquidated. 59.17 Off Exchange Transactions

It may not always be apparent whether or not a particular derivative is on or off-exchange. In some jurisdictions, off-exchange transactions which have a contingent liability (see paragraph 59.19) are only permitted where it is for the purpose of protecting the Client’s assets against currency fluctuations. While some off-exchange markets are highly liquid, transactions in off-exchange or ‘non-transferable’ derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price. 59.18 Foreign Markets

Foreign markets will involve different risks. In some cases the risks will be greater. Before trading the Client should enquire about the relevant risks and protections (if any) which will operate in any relevant foreign markets, including the extent to which the Client will accept liability for any default of a foreign broker through whom the Client deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates. 59.19 Contingent liability transactions

Contingent liability transactions which are margined require the Client to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If the Client sell options the Client may sustain a total loss of the margin deposited with the Client’s broker to establish or maintain a position. If the market moves against the Client, the Client may be called upon to pay or provide substantial additional margin at short notice to maintain the position. If the Client fails to do so within the time required, the Client’s position may be liquidated at a loss and the Client will be liable for any resulting deficit. Even if a transaction is not margined, it

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may still carry an obligation to make further payments in certain circumstances over and above any amount paid when the Client entered the contract. The Bank generally may only carry out margined or other contingent liability transactions with or for the Client, if they are traded on or under the rules of a recognized or designated investment exchange. Contingent liability transactions which are not traded on or under the rules of a recognized or designated investment exchange may expose the Client to substantially greater risks.

59.20 Collateral

If the Client deposits collateral as security, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of the Client’s collateral depending on whether the Client is trading on a recognized or designated investment exchange, with the rules of that exchange (and associated clearing house) applying, or trading off exchange. Deposited collateral may lose its identity as the Client’s property once dealings on the Client’s behalf are undertaken. Even if the Client’s dealings should ultimately prove profitable, the Client may not get back the same assets which were deposited and may have to accept payment in cash. The Client should become familiar with how collateral should be dealt with.

59.21 Commission

Before beginning to trade, the Client should obtain details of all commissions, fees and other charges for which the Client will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), the Client should obtain an explanation, to establish what such charges are likely to mean in specific money terms.

59.22 Suspensions of trading

Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit the Client’s losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

59.23 Clearing House Protections

On many exchanges, the performance of a transaction by the Client’s broker (or the third party with which the broker is dealing on the Client’s behalf) is ‘guaranteed’ by the exchange or it’s clearing house. However, this guarantee is unlikely in most circumstances to cover the Client, and may not protect the Client if the broker or another party defaults on its obligations. On request the Client’s broker must explain any protection provided to the Client under the clearing guarantee applicable to any on-exchange derivatives in which the Client is dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments which are not traded under the rules of a recognized or designated investment exchange.

59.24 Insolvency

The Client’s broker’s insolvency or default, or that of any other brokers involved with the Client’s transaction may lead to positions being liquidated or closed out without the Client’s consent. In certain circumstances, the Client may not get back the actual assets which were lodged as collateral and may have to accept any available payment in cash. On request, the Client’s broker must provide an explanation of the extent to which the broker will accept liability for any insolvency of, or default by, other brokers involved with the Client’s transactions.

60 Non-Traditional Investment Products (“NTIPs) 60.1 “Investment” means any interest in any NTIP which the Bank (either in its own name or in the name of

an affiliated company within Credit Suisse Group or in the name of the nominee) has acquired at the request of the Client or such third party as the Client may have authorized by notice in writing to the Bank.

60.2 The Bank will hold or cause to be held all Investments as nominee on trust for the Client absolutely and for the account and at the entire risk of the Client.

60.3 The Client expressly authorizes the Bank to deposit Investments with third parties selected by the Bank for the account of and at the entire risk of the Client.

60.4 The Client hereby confirms that the Client:- a) has received and read the document “Special Risks in Securities Trading” and;

b) has read the risk disclosure warnings in paragraph 60.14 below and; c) fully understands the risks of investing in NTIPs.

60.5 The Client warrants to the Bank that the Client has, or will have, received and read the relevant explanatory memorandum and the subscription agreement which are to be signed by the Bank and any further documents issued by any relevant Non-Traditional Fund and will not give any instructions to the Bank which are in contradiction to the relevant documents. All representations and warranties made by the Bank in any subscription agreement or other document on behalf of the Client (for example Hot-Issues, net worth, citizenship, ERISA, etc.) shall be made based on information provided by the Client,

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who shall indemnify the Bank against all consequences of any representation or warranty not having been true when made by the Client.

60.6 The Bank shall administer Investments in accordance with the instructions of the Client or of such third party as the Client may authorize in writing to give instructions, unless such instructions are contrary to the relevant explanatory memorandum or subscription agreement, in which case the Bank may disregard the instructions, and provided that the Bank, in exercising its mandate, will take no actions which are or may be contrary to law or public morality or injurious to the Bank’s good reputation.

60.7 The Client shall communicate the necessary instructions to the Bank in good time. If the Client fails to adhere to this undertaking, the Bank shall have the right, but not the obligation, to take the necessary actions at its own discretion in what it understands to be the best interests of the Client.

60.8 The Bank shall make available to the Client all interest, dividends and other distributions from investments in NTIPs received by it on the Client’s behalf (excluding all retrocessions received from any Investment in accordance with market practice), after deduction of all present or future direct and indirect taxes and other fiscal charges levied in Gibraltar or in any other country, provided that such interest, dividends and distributions are neither pledged nor assigned to the Bank in any other manner, and that they are not subject to any transfer and foreign exchange regulations or other official action.

60.9 The Client is aware that the Non-Traditional Fund may charge performance fees by way of deduction of shares held by the Bank on behalf of the Client, which will reduce the Client’s holding accordingly.

60.10 The Bank is not obliged to exercise any voting rights with respect to any Investments and all other administrative actions shall be carried out in accordance with the normal practice of the Bank from time to time. The Bank will accept no liability for any losses that may arise as a result of administrative actions being delayed or rendered impossible by post office strikes, errors in transmission or any other causes beyond the reasonable control of the Bank.

60.11 If required to do so in writing the Bank shall make Investments available on request to the Client or to any third party nominated in writing by the Client, provided that:- (a) the request does not violate any of the terms of the relevant subscription agreement and

explanatory memorandum, (b) the necessary transfer of any Investments into the name of the Client or into the name of a third

party nominated by the Client has been duly completed, (c) the Client has fulfilled all the Client’s financial obligations under these terms and conditions with

respect to the relevant Investments, (d) the relevant Investments are neither pledged nor assigned to the Bank, in any manner. Any transfer of any Investments is subject to any transfer restrictions or lock-up periods mentioned in the relevant subscription agreement or explanatory memorandum. Once the transfer of the relevant Investments has been completed, all duties of the Bank under these terms and conditions in connection with those Investments shall immediately cease. The Client shall pay all costs connected with the transfer, including, but not limited to, stamp duties, transfer taxes and all other charges incurred by the Bank.

60.12 All risks and consequences that might result for the Bank out of this section of the terms and conditions shall be borne by the Client. The Client agrees to indemnify, defend and hold harmless the Bank from and against any and all losses, liabilities, damages, costs or expenses (including legal fees and expenses in the defense or settlement of any and all demands, claims or lawsuits) actually and reasonably incurred by the Bank in its capacity as Bank within the meaning of this section of the terms and conditions for any reason except gross negligence, and release the Bank, on first demand, from any and all obligations assumed hereunder.

60.13 The Bank or the Client may give notice of termination to the other party at any time but the respective obligations, duties and rights under this section of the terms and conditions cease only after the necessary Investments have been transferred into the name of the Client or a third party nominated by the Client and the Client has duly met all the Client’s financial obligations to the Bank under this section of the terms and conditions. Any transfer of any Investments is subject to any transfer restrictions or lock-up periods mentioned in the relevant Subscription Agreement or Explanatory Memorandum. The Client undertakes to pay all costs connected with the transfer, including, but not limited to, stamp duties, transfer taxes, and all other charges incurred by the Bank. If notice of termination is given under this section of the terms and conditions and the Client does not instruct the Bank to whom the shares of the Non-Traditional Fund are to be transferred, the Bank shall arrange for the shares of the Non-Traditional Fund to be transferred into the name of the Client.

60.14 NTIPs Risk warnings

The major risk in investing in NTIPs is the extensive use of derivatives. Trading in derivative instruments can result in large amounts of leverage. Additional leverage may be created through borrowings and short positions and could potentially result in losses substantially greater than the amount invested in the derivative itself. NTIPs may invest in distressed securities, i.e. companies involved in reorganizations and liquidation proceedings, which may produce significant returns but involves a high degree of risk and less liquidity than other investments. NTIPs are very often domiciled in jurisdictions with differing standards

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of regulation and supervision. Many NTIPs do not adopt fixed guidelines for diversification of their investments and therefore may be heavily concentrated in certain industries or markets. The Non-Traditional Fund may make investments in emerging markets which involves the risks connected with a certain degree of political instability and relatively unpredictable financial markets and economic growth patterns, like for example a greater risk of expropriation and nationalization, confiscatory taxation, restrictions on repatriating funds etc. The shares of NTIPs are subject to transfer and redemption restrictions. A transfer of the shares is usually subject to the approval of the Non-Traditional Fund and the redemption of the investment is often permitted only after an initial lock-in period. The redemption of the shares usually requires long notification periods. In most cases, there is no liquid market for shares of NTIPs. A risk factor to be considered is the dependence on key employees of the Non-Traditional Fund (Portfolio Managers). Furthermore, Portfolio Managers are compensated on an incentive basis which may cause them to make riskier or more speculative investments than if such fee was not paid. Experience levels of Portfolio Managers may vary. Clients considering investments in NTIPs should give careful consideration to various risk factors while evaluating the suitability of their investment. This risk disclosure cannot disclose all the risks connected with investments in NTIPs. The Client should also carefully evaluate the risk factors mentioned in the Explanatory Memorandum of the Non-Traditional Fund he intends to subscribe to. Investments in NTIPs involve a high degree of risk and are suitable for sophisticated investors only who fully understand and are willing to assume the risks involved and the exposure to potential loss which could involve the complete risk of their investment.

61. Appointment of third Party Investment Manager The Client may opt to appoint and authorize a party to act on the Client’s behalf as investment manager with power to purchase, sell, subscribe for and otherwise to invest and deal in Securities, currencies, financial instruments and rights of all kinds including Options and investments in NTIPs (“ a Manager”), at such times and on such terms as the Manager may deem expedient, and the Client hereby authorizes and directs the Bank as custodian of the assets for the time being held for the account of the Client (“the Portfolio”) to accept and act on instructions given by the authorized signatories of the Manager provided to the Bank in the format prescribed by the Bank, in respect of the Portfolio (but without any right to draw funds out of the Client’s account(s) with the Bank). The Client may opt to authorize the Bank to grant the Manager access to the data stored electronically in the Bank’s internal systems, and empowers the Manager to sign any agreements or declarations provided for this purpose.

The Client may opt to expressly authorize and request:

(a) the Bank to pay all fees of the Manager out of monies held for the account of the Client, on first presentation of the Manager’s invoices to the Bank and

(b) the Bank to provide the Manager with a copy of all correspondence regarding the Portfolio and to respond to enquiries from the Manager thereon.

(c) the Bank to supply the manager or client with information relating to products or other services provided by the Bank. Any information provided by the Bank to the manager or client is solely for information purposes and does not constitute an offer or an invitation by, or on behalf of the Bank to buy or sell any securities or related financial instruments or to recommend or suggest any particular investment strategy, nor investment research. Any information provided is done so without taking account of the investment objectives, financial situation, knowledge and experience of the client.

The Client acknowledges and accepts that the Bank is free to pay retrocessions to Managers and that it is the responsibility of the Manager to disclose such retrocessions.

The Client accepts that the Client has selected the Manager on the Client’s own responsibility and without involvement or recommendation by the Bank and accordingly neither the Bank nor any of its officers or employees shall be liable for any diminution in value of the Portfolio or any failure to secure a particular level of income or capital gain for the Portfolio or for any other loss, damage, expense or liability that may be incurred or sustained by the Client as a result of any instruction given by the Manager to the Bank. The Client acknowledges receipt of the risk information document "Special Risks in Securities Trading". The Bank is not obliged to offer an explanation of the risks associated with a transaction for which instructions are issued by the Manager. It is the Manager that undertakes to inform their Client of the characteristics and risks associated with a transaction.

The Client hereby indemnifies and holds harmless the Bank and its officers and employees against all liabilities, losses, damages, costs or expenses of any kind which may be incurred by any of them and all actions or proceedings which may be brought by or against them in any manner directly or indirectly in connection with the Client’s appointment of the Manager provided that the Bank acts in good faith. The appointment of the Manager shall remain in force until such time as the Bank receives written instructions from the Client to the contrary or upon the Bank receiving written notification of the Client’s death. The Client accepts that the Manager must agree and accept appointment by the Client and must also agree to be bound by these General Terms and Conditions and to provide to the Bank such documentation to further assure this appointment as the Bank may require from time to time.

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62 Mandate Authorizing Third Party to Draw on Account, and or exercise defined other powers The Client may opt to authorize the Bank until such time as it shall receive written instructions from the Client to the contrary or until it shall receive written notice of the death of the Client, and notwithstanding that the Client may in the meantime exercise any of the powers in question, to consider an individual (“the Authorized Third Party”), whose signature and address is stated on the “Additional Services Request” form to undertake the services listed. The Client requests the Bank to act on said instructions notwithstanding that any such payment may cause the Client’s Account or Accounts to be overdrawn or may increase an existing overdraft, and confirms that the Bank is under no obligation to ascertain or to enquire into the purpose for which any of the said powers are exercised.

63 Authority for the Collection of retained correspondence and documents The Client may opt to authorize a person to collect all correspondence and documents relating to the account. The Client acknowledges that the correspondence and documents left behind by the authorized person will be destroyed by the Bank. The signature of and all other declarations, actions and measures taken by the authorized person within the framework of the authority provided are binding by the Client. The Bank has discharged its obligations when it has executed an instruction issued by any authorized person, which is within the scope of the authority. It bears no responsibility whatsoever for the actions of the authorized person. In particular, the Client consents to the Bank surrendering to the authorized person all correspondence and documents relating to the account, in a sealed envelope and destroying from the date of issue, the correspondence and documents that are left behind. The authority may be revoked at any time by the Bank without a reason having to be given. 64 Online Banking Service The Bank may offer access to it’s Online Banking Service (“IBIP”). This is a ‘read-only’ service, accessible via the Internet. 64.1 The Client and or any other persons authorized by the Client (“the User”) may with the permission of the

Bank opt to to use the IBIP within the scope offered by the Bank under these terms and conditions, provided that the User(s) has/have received from the Bank the personal authorization keys for identification and authentication as agreed under section 64.5.

64.2. User In selecting this service the Client must provide the Bank with details of the user(s) operating on the account. To use IBIP within the scope offered by the Bank, the User will also be subject to these terms and conditions, provided that the user(s) has/have received from the Bank the personal authorization keys for identification and authentication as agreed under section 64.5.

64.3. Communications access In respect of any queries regarding IBIP please contact your RM.

64.4. Transmission and security procedures Communication between the User and the Bank as part of the IBIP is protected through the use of modern technology (128-bit encryption). Whenever utilizing IBIP, the User must use all of the data security measures that the Bank has provided and observe the security guidelines. In particular, this includes the personal authorization keys for identification and authentication referred to in section 64.5.

64.5. Personal authorization keys for identification and authentication Each user requires the following access data: User name’, SecurID Code (card), Password, and Access

address. 64.6. Account blocking notification

The User may direct account blocking requests to the Client’s RM as referred to in section 64.7 (g) below.

64.7. Terms of use (a) Range of services The User may make use of services and/or query data by means of online access (hereinafter

"IBIP") to the website of the Bank subject to the Terms and Conditions specified herein. The Bank will specify to its account holder(s) the nature and scope of the services and/or query options which may be offered as part of IBIP.

(b) Authorized users and access media The account holder may use IBIP if he/she has agreed its use with the Bank. Authorized agents may use IBIP if the Client has provided the requisite authorization. The Bank provides every User with a user name, SecurID card and a password for the use of IBIP. These serve as personal authorization keys for the purposes of identification and authentication (hereinafter “access media”).

(c) Procedures The User must follow the security procedures agreed upon with the Bank. Users have access to the Bank via IBIP once they have entered their username, the code currently displayed on their

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SecurID card, and their password. The Bank will provide instructions explaining and describing how the online application may be used. The User must follow these instructions of use at all times. The Bank is authorized to adapt and enhance access to meet changing circumstances, including changes to the access media where required. The Bank will inform users of such changes as soon as is reasonably possible. The Bank accepts no responsibility and offers no support for the suitability and compatibility of software, nor for the capability of the means of telecommunication or hardware that the user employs to access IBIP.

(d) Confidentiality The User is responsible for ensuring that no other person gains knowledge of or access to the access media. Any person who has knowledge of the user name, the SecurID code, and the password is able to use IBIP. The following procedures, in particular, must be followed in order to maintain confidentiality: (i) User name and password may not be stored electronically or recorded in any other form; (ii) the SecurID card, username and password provided to the account holder, must be

stored safely and separately; (iii) when entering user name and password, users must ensure that this information cannot

be viewed or overheard by third parties. If a User finds that another person has knowledge of an access medium or the passwords, or if the User has lost them, or has reason to believe they have been misused or compromised, the User must change his/her password immediately or take steps to have online access blocked. If the User cannot take either of these measures for any reason, the User must notify the Bank immediately by telephone during normal Bank opening hours, in which event the Bank will block access to IBIP as soon as is reasonably possible. The User is responsible for all risks, liability and loss suffered resulting from any disclosure of his passwords and identification codes. The User acknowledges that it will be responsible for all loss suffered as a result of the use, even wrongful, or the loss of his own identification and legitimation criteria.

(e) Changing the password The User may change his/her password at any time.

(f) Legitimation The Bank will consider any person who has established his identity as set out in 64.5 as being authorized to use IBIP.

(g) Blocking of IBIP If three consecutive attempts to log in using the User name, password, and SecurID fail, the Bank will block access to IBIP for security reasons. In the event that this occurs, the User should contact the Bank by telephone during normal Bank opening hours. The Bank is authorized to block access to IBIP if it has reason to believe that access to IBIP has been fraudulently obtained. The Bank will notify the user of this by means other than the IBIP service. Such blocking cannot be lifted by means of IBIP. The Bank will block access to IBIP at the Client’s request. Such blocking cannot be lifted by means of IBIP. If the Bank considers it necessary in good faith, it is authorized to block access to IBIP without giving any reasons and without prior notice.

(h) Force Majeure The Bank shall not be liable for the user’s inability to use IBIP or to provide information requested in the event and to the extent that such inability or partial or complete failure arises out of or is caused by war, insurrection, riot, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown, computer or system failure or other failure of equipment, or malfunction or failures caused by computer virus, failure or malfunctioning of any communications media for whatever reason, interruption (whether partial or total) of power supplies or other utility of service, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal) or any other cause (whether similar or dissimilar to any of the foregoing) whatsoever.

(i) Disclaimer All Users acknowledge that information transmitted via the internet is carried on a publicly accessible network and that, under certain circumstances, third parties may discover that a relationship exists with the Bank. There is also a risk that information so transmitted may be altered. The Bank is unable to verify the integrity of the information it receives via the internet. All users acknowledge that communications via the internet are transmitted regularly and without control across country borders. In particular, all users acknowledge that services in respect of internet banking are provided by Credit Suisse in Zurich, who may have access to information regarding the any user’s account in certain circumstances. For example, in the event of a communication failure, it may be necessary for Credit Suisse Zurich to access information concerning the User’s accounts in order to rectify such failure. The Bank accepts no liability for any losses sustained by any party as a result of the User’s failure to use IBIP in accordance with the Bank’s procedures as specified herein and the Bank’s instructions as communicated to the

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User from time to time. All Users acknowledge that, in certain circumstances, the transmission of information via the internet may breach legislation in other countries. The Users bear sole responsibility for ensuring that no breaches of legislation occur when communicating with the Bank via the internet and the Bank accepts no liability in that regard.

(j) Ownership The SecurID card and passwords are only supplied to each User for a particular purpose. They remain the property of the Bank and the users shall be obliged to return them to the Bank on termination of this Agreement.

(k) Risks There is a constant danger that hacking or viruses affecting computers, programs, software, modules, instructions, files, tasks, macros and computer routines, designed to gain forced access, collect, copy or destroy information on the user's computer, may contaminate any user's computer when he/she uses the internet and comes into contact with the outside world through the networks of computers or floppy disks. Virus detection programs can assist the user and supplement preventative protection measures and the user is recommended to use exclusively original software with regular and automatic updates of databases of viruses. It is important that the user should only use software from a reliable source using official versions of the browser, the user being solely responsible for the risk that software or a browser may have been pirated to supply information to third parties.

(l) Internet Cookies The Bank will make use of “Internet Cookies’. No confidential information will be stored on the computer where IBIP is run from.

(m) Transmission errors, technical disorders, breakdowns and unlawful interventions. The Bank shall not be liable for any loss caused by transmission errors, technical defects,

interruptions, faults, disorders, breakdowns or unlawful access into any user's computer systems or arising out of use of the internet except in the event of gross negligence on its part. Similarly, the Bank excludes all liability for any loss caused by disruption or interruptions due to maintenance work proper to the system, or overload of the computers and computer systems of the Bank, malicious blockage of electronic access by third parties or other shortcomings on the part of networks operators. The Bank accepts no liability for damages which any user suffers owing to non-performance of contractual obligations, or for indirect and consequential damages such as lost earnings or third-party claims. The Bank accepts no liability for damages resulting from minor negligence on the part of support staff going about their normal duties provided it has exercised due care, the Bank accepts no liability for the consequences of faults and interruptions in processing, in particular in the context of electronic communications.

(n) Confidentiality, secrecy and privacy IBIP is designed to offer the users a high degree of security and confidentiality by the use of computer protection mechanisms considered effective. The Bank will ensure, as far as possible, that it maintains this level of security and confidentiality. The Users acknowledge that they are aware that information that is transmitted through an open network such as the internet is potentially accessible to everyone and that there is a risk that third parties may intercept and acquire the information and draw conclusions as to the existence of a banking relationship. Consequently, the Bank excludes all liability in the event that third parties come to discover confidential information relating to any user by reason of the fact that this information was carried over the internet. The Bank excludes all liabilities in the event of breach of bank secrecy by third parties.

(o) Exclusion of liability and indemnity In the absence of fraud, willful misconduct or gross negligence, the Bank and its affiliates, employees, officers, directors or agents shall not under any circumstances be liable to a user, or to any third party, in respect of any loss of whatever nature sustained or incurred by the user, or any third party, arising out of or in connection with the user's use of IBIP, including without limitation, the following: (i) any error, failure, delay, non-performance or fault in IBIP; (ii) any interruption, withdrawal, suspension or termination of IBIP for any reason whatsoever; (iii) any error, interception, omission, interruption deletion, defect, failure, inaccuracy,

inconsistency, delay; (iv) any other cause or matter whatsoever in connection with the performance and/or use or

inability to access all or any part of IBIP, including any act or omission of any internet service provider;

(v) the unauthorized access of IBIP or unauthorized use of passwords; (vi) any alteration or use of records or incorrect data transmission; (vii) any attempt to damage, destroy, disrupt, gain unauthorized access to, or any tampering

of the programs and/or data in, the user's computer system by any third party.

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The Bank (and its affiliates, employees, officers, directors or agents) shall not be liable for any special, indirect, or consequential loss or damage (including, without limitation, loss of profits, revenue or goodwill) howsoever arising, sustained or incurred by the user out of or in connection with any use or inability to use IBIP. The Bank does not guarantee and makes no express or implied representation or warranty concerning IBIP, including without limitation the accuracy or integrity of any information or data transmitted, transmission capabilities, communication or any other features whatsoever associated with IBIP. The Users agree to indemnify and hold the Bank (and its respective affiliates, employees, officers, directors or agents) harmless from and against any and all losses, liabilities, damages, claims, expenses and costs (including legal fees) suffered by the Bank (or any of its respective affiliates, employees, officers, directors or agents) resulting from or relating to (a) any breach by any user of the user's obligations under this Agreement or (b) any negligence, willful default or fraud of any user.

(p) Termination This service shall remain in force until such time as it shall be terminated by the Client in writing, such termination to take effect when received by the Bank, provided that any instructions accepted by the Bank prior to termination shall be unaffected by termination. The Bank reserves the right to terminate this service at any time.

65. Effective Date These terms and conditions are effective from May 1, 2012. With the exception of section 52 which is effective from April 1, 2012.