SPUERKEESS

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1 TABLE OF CONTENTS FIRST PART: TERMS AND CONDITIONS OF TRANSACTIONS IN FINANCIAL INSTRUMENTS... 2 A. GENERAL... 2 Article 1: Application of terms and conditions... 2 Article 2: Authorisation of the Bank... 2 Article 3: Definition of financial instrument... 2 Article 4: Obligation to provide information... 2 Article 5: Provision of information... 2 Article 6: Deposits of financial instruments... 2 Article 7: Customers financial instruments or customers funds... 2 Article 8: Management of deposits... 2 Article 9: Fiscal and administrative obligations... 2 Article 10: Transactions relating to securities deposited... 2 Article 11: Financial instruments covered by a cease trading order and lists of drawings... 3 Article 12: Stock exchange and over-the-counter transactions... 3 Article 13: Conditions for the execution of orders... 3 Article 14: Coupons and redeemable securities... 3 Article 15: Issuance of bearer notes (bons de caisse)... 3 Article 16: Subscription of UCITS shares or units..3 Article 17: Liability Article 18: Reporting obligations... 3 Article 19: Transaction-related costs... 3 B. CONFLICTS OF INTEREST POLICY... 3 Article 20: Conflicts of interest policy... 3 C. MANAGEMENT OF INDUCEMENTS... 4 Article 21: Inducements received and paid... 4 Article 22: Monetary benefits received on part of the management fees for Undertakings for Collective Investment (hereinafter "UCI")... 4 Article 23: Non-monetary benefits received... 4 Article 24: Benefits paid... 4 PART TWO: CATEGORIZATION OF CUSTOMERS... 4 Article 25: Information concerning the classification of Customers4 Article 26: Possibility of requesting enhanced protection ("opt-in")... 4 Article 27: Possibility of renouncing on protection ("opt-out")... 4 Article 28: Scope of categorization Article 29: Retail Customer... 4 Article 30: Professional Customer... 4 Article 31: Eligible Counterpartie... 4 PART THREE: INVESTMENT STRATEGIES... 4 Article 32: Obligations related to the provision of investment advice, advisory and discretionary portfolio management services... 4 Article 33: Determination of Customer investor profile A. INVESTMENT ADVICE... 5 Article 34: Provision of investment advice... 5 Article 35: Investment policy... 5 B. ADVISORY AND DISCRETIONARY PORTFOLIO MANAGEMENT... 5 Article 36: Scope of advisory portfolio management agreement... 5 Article 37: Discretionary portfolio management services... 5 Article 38: Scope of discretionary portfolio management mandate... 5 Article 39: Investment policy... 5 Article 40: Responsibility and obligations... 5 Article 41: Term of mandate... 5 C. PROVISION OF OTHER SERVICES IN RELATION TO FINANCIAL INSTRUMENTS... 5 Article 42: Provision of services other than investment advice, advisory or discretionary portfolio management... 5 Article 43: Provision of investment services comprising solely the execution and/or receipt and transmission of Customers' orders concerning non-complex products... 5 PART FOUR: POLICY FOR THE EXECUTION OF ORDERS IN FINANCIAL INSTRUMENT... 5 Article 44: Order execution policy - general... 5 Article 45: Order execution policy concerning listed equities and similar instruments... 6 Article 46: Order execution policy concerning bonds... 6 Article 47: Order execution policy concerning UCI shares or units... 6 Article 48: Order execution policy concerning bearer notes... 6 Article 49: Order execution policy concerning money-market instruments... 6 Article 50: Order execution policy concerning other financial instruments... 6 SPUERKEESS page 1 of 6 of the document dated september 15, 2012

2 FIRST PART: TERMS AND CONDITIONS OF TRANSACTIONS IN FINANCIAL INSTRUMENTS A. GENERAL Article 1: Application of terms and conditions 1.1. Contractual relations between the Banque et Caisse d'epargne de l'etat, Luxembourg (hereinafter the "Bank") and its Customers or potential Customers (hereinafter the "Customer(s)" or "Client(s)") are governed by the Bank's General Terms and Conditions (hereinafter the "GTC") and by any specific agreements that may be entered into by the parties in accordance with the laws and regulations in force, and by banking practices By signing a securities deposit account agreement, by the execution of a transaction in financial instruments, and if investment services, activities or ancillary services are executed by the Bank, the Bank and its Customers agree to be bound by the provisions set out in article 1.1.above, as well as by these (hereinafter the "GTC-FI") based on the provisions of the Luxembourg law of 13 July 2007 concerning markets in financial instruments, as amended (hereinafter "the law of 13 July 2007"). The concept of "General Terms and Conditions" encompasses the GTC and GTC-FI The Bank may change these GTC-FI at any time to take into account any changes made to laws and regulations or to the financial markets. In the event these GTC-FI are changed, the Bank undertakes to notify the Customer of such changes in writing, either by circular letter, statements of account, posting on the Bank's website or by any other means of communication, as the Bank shall decide. These changes shall be considered to have been approved by the Customer if said Customer fails to inform the Bank of his/her/its objection in writing within 30 days as from the date on which he/she/it was informed of said change. It is understood that changes due to changes in laws or regulations shall be binding on the Customer without prior notice. Article 2: Authorisation of the Bank 2.1. The Banque et Caisse d'epargne de l'etat, Luxembourg, is an autonomous public institution authorised to exercise its activity as a credit institution in application of Article 2 of the Luxembourg law of 5 April 1993, as amended, concerning the financial sector. This authorisation was granted by the Luxembourg Minister of Finance. The Commission de Surveillance du Secteur Financier (hereinafter the "CSSF") situated at 110 Route d'arlon, L-2991 Luxembourg exercises the general supervision of credit institutions, as well as specific supervision of compliance with the provisions of the Luxembourg law of 5 April 1993, as amended, concerning the financial sector. Article 3: Definition of financial instrument 3.1. Within the meaning of these GTC-FI, "financial instruments" or "securities" mean all securities and other financial instruments as set out and defined in the law of 13 July 2007, including in particular certificates of deposit, bearer notes and all other titles representing property rights, receivables or securities, whether they are in paper or paperless form, transferable by registration in an account or by personal delivery, in bearer or registered form, whether endorsable or not. The concept also includes units or shares representing a holding in various forms of Luxembourg or foreign undertakings for collective investment, including supplementary pension funds, as the case may be. Article 4: Obligation to provide information 4.1. The Bank undertakes to inform the Customer that investments and transactions on the financial markets may, in some cases, be high risk and speculative, due in particular to spontaneous and unforeseeable changes in the markets. For this purpose, the Customer shall be provided with a document entitled "Investing - A guide for the Investor", which forms an integral part of these GTC- FI, explaining that the value of his/her/its investments may by subject to considerable fluctuations and that there is a risk of sustaining substantial losses that may, in some cases, exceed the Customer's investments and security. Article 5: Provision of information 5.1. By providing his/her/its address to the Bank, the Customer formally opts to have information transmitted to him/her/it by the Bank by or via the Bank's website, on the basis and under the terms and conditions established by the abgeänderten law of 13 July Article 6: Deposits of financial instruments 6.1 The Customer may deposit or remit Luxembourg or foreign financial instruments or securities to be held by the Bank. For this purpose, they must have a securities deposit account and a current account, which will be used to record income on these financial instruments and for the payment of costs and custodial fees The Bank shall not have any obligations towards the Customer other than those provided for by Articles 1927 et seq. of the Code civil. The Bank shall have a supervisory obligation with regard to financial instruments lodged with a sub-depositary according to the Customer s instructions The Customer shall receive a receipt for his/her/its deposit from the Bank that shall form the certificate of property, on which the number and nominal value of the financial instruments deposited, the name of the issuer, the coupons attached, the place of deposit, and, if applicable, the numbers of the securities, as well as the date of deposit shall be recorded. Article 7: Customers financial instruments or customers funds 7.1. In application of the law of 1 August 2001, as amended, concerning the circulation of securities and other fungible instruments, the Bank records securities and other fungible instruments received on deposit or held in an account separately from its own assets and off balance sheet. The Customer has the same rights against the Bank as if the securities and other financial instruments had remained in his/her/its hands. The Customer has an intangible right in rem, within the limit of the number of securities and other instruments recorded in his/her/its account, over all the securities and other financial instruments of the same type received on deposit or held in an account by the Bank. The Customer can exercise this right only in respect of the Bank The financial instruments entrusted to the Bank are kept either as fungible deposits (in an "omnibus" collective account) or as non-fungible deposits, unless the Customer has expressed in writing his/her/its preference. The Bank may at its discretion keep the securities in its own strong room or deposit them with its domestic or foreign correspondents or with a clearing system. Customers' financial instruments are maintained separately from the Bank's instruments at its subcustodians or in clearing systems. The Bank shall inform the Customer of the place at which the financial instruments are deposited. The custody of securities in a country outside Luxembourg is subject to the laws and practices of that country but does not affect the rights of the depositing Customer conferred by Luxembourg law By derogation from Article 1932 of the Code civil and in compliance with the legislation concerning the circulation of securities and other fungible instruments, as well as with the Luxembourg law of 3 September 1996, as amended, concerning the involuntary dispossession of bearer securities, the Customer recognises the Bank's right to return to him/her/it securities of the same type and quantity but not necessarily bearing the same numbers In the event that the Bank disposes temporarily of securities by using the financial instruments held on behalf of a Retail Customer or should otherwise use these instruments for its own account or for the account of another Customer, it shall provide the Customer, prior to any such use, with clear, full and precise information on the obligations and responsibilities incumbent upon it, including information concerning the return of the securities and the risks incurred The Bank shall inform the Customer of any derogation from its custody policy as described in the preceding articles and concerning the markets or all the securities and other financial instruments of the same type held by the Customer, in accordance with information received from the entities publishing such information, but shall have no liability in this respect. Article 8: Management of deposits 8.1. Financial instruments may only be withdrawn physically provided notice is given in compliance with the times laid down for delivery and in relation to the place of effective deposit The financial instruments shall be transported or transferred at the depositor's expense The financial instruments deposited may be pledged to the Bank to guarantee advances made by the Bank to the depositor or to a third party The Bank shall be paid a custodial fee in accordance with its current tariffs. This custodial fee shall not be repaid. Article 9: Fiscal and administrative obligations 9.1. Without prejudice to any other information that may have been provided by the Customer to the Bank, the Customer shall warrant to the Bank that he/she/it is the owner of the financial instruments deposited and the economic beneficiary (in terms of fiscal law) of the income generated by these securities. In addition, the Customer shall release the Bank from any tax reporting obligation as regards third parties or authorities of any country whatsoever and shall acknowledge that the Bank is obliged to withhold tax under the laws of those countries. For this purpose, the Bank shall be entitled to ask the Customer to sign any documents required to comply with these laws In its capacity as a "Qualified Intermediary" the Bank informs the Customer that if he/she/it is, contrary to his/her/its representations given at the time of entering into a relationship with the Bank, a US taxpayer ("US Person") or should subsequently become a US Person within the meaning of US tax regulations, and in the event the Customer does not provide the Bank with a duly and properly signed form US W-9, the Bank shall take the measures required due to its status as a "Qualified Intermediary". As a result, the Bank shall sell all the US securities deposited as stated above, with the required diligence but without notice, and shall deduct and pay to the IRS the "Backup Withholding Tax" on the gross proceeds from the sale of the investments. Article 10: Transactions relating to securities deposited The Customer shall give the necessary instructions as regards transactions to be carried out relating to the financial instruments deposited. In the absence of any such instructions, the Bank shall take the usual administrative measures on behalf of the Customer in the best possible way. In this case, it shall not be responsible for any failure to carry out or any delay in carrying out these transactions, nor for the financial result thereof. On specific instructions from the Customer, the Bank shall, in its capacity as the holder of financial instruments, exercise the voting rights attached to such financial instruments The Bank shall arrange to receive on behalf of its Customers any bonus instruments allocated at the time of a capital increase The Bank shall also be in charge for the purchase and sale of rights of assignment. Insofar as this is possible and in the best possible way, the Bank shall exercise any rights not exercised by the Customer. If an additional payment has to be made in relation to a subscription, the Customer's account shall be automatically debited by the Bank. Proceeds of sales shall be credited to the demand deposit account. In the absence of instructions from the Customer within the given time, the Bank shall arrange for the delivery of securities assigned or obtained by means of exchange in proportion to the rights held on behalf of its Customers, and shall automatically sell fractions of rights The Bank shall inform the Customer of events that could relate to the instruments held on securities deposit account, as soon as it learns thereof from the issuer, in order to receive the Customer's instructions. The Bank shall be responsible for administering securities both in the Grand Duchy of Luxembourg and abroad. However, the Bank shall only be responsible for supervisory duties incidentally, as this is mainly the Customer's responsibility. If, from a fiscal, legal or commercial point of view, the Bank considers it in the interest of the Customer, it could centralize the positions hold by its Customers in several countries, in a fungible deposit with a sub-depositary in a market of its choice. It will inform the Customer by written notice. The Customer shall be informed by sending a financial instrument transaction report of administration, which shall contain the date of effect, and the time period for exercise, a description of the transaction, the number of instruments held by the Customer and the corresponding rights. The Customer shall be responsible for giving his/her/its instructions within the specified time period. In the absence of instructions, the Bank reserves the right to carry out to the best the administration operation for the account of the Customer. The Bank takes its decision based on objective criteria and in the interest of the Customer. The Bank shall not be responsible for any damage suffered by the Customer when the Customer has not given any effects through written instructions to a preceding notification by the Bank In the absence of instructions to the contrary, the Bank shall collect any interest and dividends generated by the securities deposited on the due dates, as well as the equivalent of redeemable securities. All these transactions shall be "Subject to collection". Thus, the depositor shall be asked to rectify and to pay at the listed price on the day of return the equivalent, of coupons and redeemable securities that return unpaid for any reason whatsoever, with no time limit, as well as any late payment interest. The transactions treated in this article shall be recorded by the Bank in their currency of origin, unless otherwise instructed by the Customer. Changes in prices that occur after effective collection shall give rise to an adjustment, which shall automatically be recorded in the account For the purpose of collection, coupons shall be detached from financial instruments deposited prior to maturity. If the instruments are withdrawn after the coupons have been detached and before maturity, they shall be delivered without these coupons for which the proceeds shall be credited to the Customer's account in a timely manner Where the conditions of a loan provide for a choice between several currencies for the payment of coupons or the redemption of instruments, the Customer must clearly and precisely inform the page 2 of 6 of the document dated september 15, 2012

3 Bank of the currency he/she/it has chosen. In the absence of instructions from the Customer, or where the Customer's instructions are unclear, the Bank shall accept the choice made by the trustee, the tax agent or the body designated in the terms and conditions of the loan As from the date the financial instruments are deposited, the Bank shall be responsible for the detachment of coupons, the verification of drawings, the exchange of financial instruments, the reattachment of coupons and other similar operations, inasmuch as proper notice of these operations has been published On the basis of written instructions from the Customer, the Bank may give its financial correspondents the name and address of its depositors in the event of the collection of income for which exemption or a reduction in withholding tax may be obtained The provisions governing stock exchange orders shall apply to the transactions referred to in this article. Article 11: Financial instruments covered by a cease trading order and lists of drawings The Customer shall bear all the consequences arising from the deposit or trading of securities covered by a cease trading order and/or that have been falsified. He/she/it shall indemnify the Bank, on request, for the loss it sustains. The Bank reserves the right to debit the amount of the loss from the Customer's accounts at any time, by operation of law The Bank shall not be required to check the lists of drawings and cease trading orders for any coupons or securities that are not deposited in a securities deposit account on behalf of the remitter. Article 12: Stock exchange and over-the-counter transactions The Bank shall be responsible for the execution of any stock exchange and over-the-counter orders in the Grand Duchy of Luxembourg and abroad. These shall be carried out at the Customer's risk, in accordance with the instructions given to the Bank and in accordance with the practices and regulations on the market on which said orders are carried out, and in compliance with the Bank's order execution policy as described in Part Four of these General Terms and Conditions The Bank reserves the right to: - only execute orders that it is physically capable of transmitting to its correspondent in a timely manner given local practices; - only execute a purchase order linked to a sale order after the execution of the sale order; - buy back, at the principal's expense, securities subject to a sell order if the securities that were to be sold have not been delivered in a timely manner or if it is not possible to deliver them; - allocate the proceeds of the sale of securities for settling the Customer's commitments to the Bank Orders may be sent to the Bank by electronic banking, telephone, fax or other approved means of communication making it possible to request the execution of orders remotely, subject to the prior signature of a specific agreement between the Bank and the Customer Unless there are contrary stipulations or practices, buy and sell orders shall expire on the last day of the month following receipt of the order Limited buy or sell orders for shares or zero bonds may be changed in accordance with the practices of the applicable execution venue, by reducing the limit to a specific amount if, after receipt of the order, a dividend is announced on the official list or if a coupon is detached from the bonds A "stop" order for the sale or purchase of securities is activated when the security reaches the price specified, called the "stop price". The stop order then becomes an order "at market" which will be executed at the next listed price, whether that price is above or below the stop price. Such orders should be used only on highly liquid markets. There are two forms of stop order: - a "sell stop order" is always at a price below the current market price; - a "buy stop order" is always at a price above the current market price Any complaint regarding the execution of a stock exchange order must be sent to the Bank on the actual date of receipt of the statement or advice. In the event an order has not been executed, the complaint must be sent to the Bank as quickly as possible. In the absence of any complaint, the transactions carried out shall be considered approved by the Customer If the Customer sends the Bank a notice in writing confirming or changing an order being carried out, without specifying whether it is a confirmation or a change, the Bank shall be entitled to consider this notice as a new order in addition to the first. Article 13: Conditions for the execution of orders Subject to any specific rules laid down in separate agreements, the Bank shall be entitled to sell instruments, currencies or securities purchased that have not been paid for by the Customer in the agreed time without prior formal notice, and to claim the loss arising from this sale from the Customer If the seller has not delivered the instruments it has arranged to sell in the usual time, the Bank shall be entitled to purchase similar securities, at the seller's risk, without any other formal notice The Bank shall be entitled to demand the provision of cover before accepting an order, subject to its deduction when payment is made. The Bank shall also be authorised to demand cover even after an order has been accepted and to request additional cover at any time, setting the amount at its discretion If this cover has not been provided within a reasonable time following a warning in this regard sent by registered letter, the Bank shall be entitled, but not obliged, to close out the positions automatically at the Customer's risk. The Customer shall hold the Bank harmless for any loss arising from this, consisting in the difference between the agreed price and the price of settlement. Article 14: Coupons and redeemable securities The Bank shall be responsible for the collection of all coupons and redeemable securities. The remittance of coupons and redeemable securities for discounting shall entail the authorisation for the Bank to send said coupons and redeemable securities for collection with the correspondent of its choice. The Bank may not be held liable for any consequences that may arise therefrom. The Bank reserves the right to claim the amount of any coupons/securities which it has not been able to collect for any reason whatsoever at the price on the day of return Coupons and redeemable securities shall be paid after deducting expenses and charges calculated in accordance with the prices in force at the Bank as well as tax charges applicable at the time of receipt Coupons and redeemable securities shall be paid in accordance with the terms and conditions laid down by the issuer of the securities. Article 15: Issuance of bearer notes (bons de caisse) Bearer notes are issued by the Bank to document a debt arising from interest-bearing loans contracted by it, and that it undertakes to repay to the bearer plus interest, after deducting tax charges that apply at the time of payment, and in accordance with the terms and conditions laid down for the note Bearer notes bear interest annually at a fixed rate as from the day the note is acquired. The interest rate is published from time to time in the Luxembourg press and on the BCEE's website. Notes shall cease to bear interest as from their expiry date or the day on which they are repaid early. The capital invested may be invested in two different ways: - The first method, called "the distributive method", entitles the bearer to receive interest every month, every quarter, every six months or every year, with the repayment of the capital upon maturity. - The second method, called "the capitalizing method", offers the bearer compound interest that remains frozen through the term of the note. When it matures, the initial deposit is repaid along with capitalised compound interest. If the bearer elects for interest to be paid every month, every quarter or every six months, the bearer note shall have an interest rate that is the equivalent of the annual rate of interest The bearer may reserve the right to arrange for the early repayment of the bearer note at any time. If the request for repayment is submitted within the first 180 days as from the date of issue, no interest shall be paid. After this time, the bearer shall receive interest for the entire period involved, calculated at the interest rate for the demand savings passbook in effect on the date of repayment. The yield thus calculated may not however exceed the rate shown on the bearer note. The difference between the interests accrued calculated at the rate shown on the bearer note and interests calculated at the base rate of the demand savings passbook may not be claimed by the bearer. Partial repayments shall not be authorised The Bank shall be validly released from its obligations by the payments made by it to the holder of the note. The final repayment may only be made against the return of the bearer note In the event of involuntary dispossession, bearer notes shall be subject to the statutory provisions set out in the Luxembourg law of 3 September 1996, as amended, relating to involuntary dispossession of bearer securities. The right of objection shall be exercised in accordance with the legal procedure. Article 16: Subscription of UCITS shares or units When subscribing shares or units of an undertaking for collective investment in transferable securities ( UCITS ), the Client undertakes, before performing any subscription, to consult the Key Investor Information Document ( KIID ). The KIID is a standardised document designed to provide clear and concise information on the characteristics and the risks of each fund The Bank shall make the KIIDs available via its website, on its S-net Internet banking platform or through its advisers at the branch offices.. Article 17: Liability In the context of transactions in financial instruments, the Customer shall in any event be solely liable for any losses and undertakes to repay the Bank on request, if applicable. For the requirements of his/her/its investments by means of instruments on the financial markets, the Bank duly notes the Customer's representation that he/she/it has understood the risks inherent in such investments. Article 18: Reporting obligations In addition to all discretionary portfolio management services provided, a detailed report of the execution of the Customer's order relating to a financial instrument shall be provided to the Customer at the latest on the first business day following the execution of the order or following receipt by the Bank of the order execution advice from a third party. On the Customer's request, he/she/it shall be informed of the progress of the execution of his/her/its order. At least once each year the Customer shall receive a detailed statement, as at the end of the financial year, of the financial instruments and funds deposited In the case of discretionary portfolio management, the Bank shall inform the Customer of transactions executed on a transaction-by-transaction basis and shall hold available for the Customer a report on its management on a monthly basis Any claims the Customer may have as to the accuracy of the statement must be presented to the Bank at the latest 30 days following dispatch of the statement. The information shall be transmitted on a permanent support defined as part of the relations between the Customer and the Bank. Article 19: Transaction-related costs The fees, remuneration and rates associated with financial instrument transactions or services provided to Customers are set out in a document entitled "Tariffs", which may be viewed on the Bank's website or may be supplied on request to a branch of the Bank. Changes to these costs and rates are subject to the provisions of the General Terms and Conditions. B. CONFLICTS OF INTEREST POLICY Article 20: Conflicts of interest policy The Bank undertakes to apply the organisational provisions intended to detect and prevent potential conflicts of interest between the Bank and the Customer. These organisational provisions are also intended to detect and prevent conflicts of interest between Customers. These essentially comprise conflicts of interest in which: - the Bank could realise a financial gain or avoid a financial loss at the expense of the Customer; - the Bank has an interest in the outcome of a service provided to the Customer or in a transaction carried for the account of the Customer that diverges from the Customer's interest; - the Bank, for financial or other reasons, is prompted to favour the interests of one customer or group of customers over those of the Customer concerned; - the Bank peruses the same business activity as the Customer; - the Bank receives from a person other than the Customer a benefit connected with the service provided to the Customer, other than the fees or charges normally invoiced for such service The Bank therefore has set up internal entities responsible for identifying and managing potential conflicts of interest, for regularly updating the associated internal procedures, and for ensuring compliance with such procedures. By way of example, in the management of conflicts of interest the Bank's internal organisation has been structured to ensure the strict separation of the Bank's operational entities, particularly those relating to management and financial intermediation ("Chinese Wall"). As a matter of facts, this system is organised in a way that no confidential information, likely to prejudice the interests of one or more Customers or the diverging interests of some of these Customers, shall filter in between those operational entities, having to act independently from one another. These measures include physical measures (systems to control the access of employees and limited access for the visitors, preservation of the documents in secured locations or the "clean desk" policy), electronic barriers (compulsory passwords) or operational measures (the concerned entities are led by different people, respect of the principle of the double signature). The Bank uses an open architecture, leaving the choice between internal and external products to the Customer. The Bank has also established a code of business conduct and a very strict framework governing the division of duties. In the event that the provisions set out by the Bank are insufficient to ensure, with reasonable certainty, that the risk of damaging the Customer's interest cannot be avoided, the Bank shall inform page 3 of 6 of the document dated september 15, 2012

4 the Customer concerned of the general nature and/or the source of such conflicts of interest prior to acting in his/her/its name The Bank shall make available to the Customer on first request a document entitled "Conflicts of Interest Policy", which sets out the organisational and administrative provisions referred to in above paragraphs. C. MANAGEMENT OF INDUCEMENTS Article 21: Inducements received and paid The provisions relative to the benefits paid or received by the Bank are narrowly linked to the conflicts of interests policy described in the precedent article. The structural organisation of the Bank, its systems, the division of duties and activities ("Chinese Wall") and, more generally, its policy for managing conflicts of interest described in the preceding article, are intended to avoid any bias in the selection of investments. The negotiation of the inducements is managed independently from the commercial activity and the account managers are not involved in this activity. As the investment advice and recommendations are not being influenced by the inducements paid or received, the Bank always acts to the best of the interest of the Customers Further details on the nature, the amount of the inducements or, when this amount can not be fixed, of its calculation method may be obtained from the account manager or its branch on request by the Customer. Article 22: Monetary benefits received on part of the management fees for Undertakings for Collective Investment (hereinafter "UCI") Execution only To enable the Customer to take advantage of diversified investment opportunities, the Bank offers a wide range of financial instruments including UCI parts or units in which the Bank acts directly as a promoter and third-party UCIs for which it acts as distributor. Any subscription is at the Customer's own initiative, as the Bank gives neither advice nor recommendations. As a counterpart to the access to those products an to the information made available to the Customer and of the updating of such information (prospectus, history, returns, etc.) the promoter of the UCI remunerates the Bank by a fee, generally calculated on the basis of the management fee, which varies depending on the class of assets, the investments made/level of outstandings, the Net Asset Value (hereinafter "NAV") 1, its frequency, the rates negotiated in the distribution contracts, and the number of shares or units in issue, etc Investment advice and discretionary portfolio management The Bank also benefits from a fee when it provides remunerated investment advice or issues a general recommendation under the same conditions. Likewise, the Bank managing the Customer's portfolio may as well receive a management fee from the UCI's management company based on the criteria set out below, when the UCI's units or shares are placed in the Customers' portfolio. This fee is designed to maintain a third-party fund selection policy responding best to the needs of the Customer. This management tool aims to optimise the Customer's satisfaction an contributes to maximise the return/risk ratio of its investments through diversification in various classes of assets, various geographical zones, widened or more specific market segments and more defined management styles. The expertise and the know-how of the external managers from which the Customer benefits are enforced and thus the quality of the rendered service is increased. This supposes a research of management experience, an analysis of the fund industry and of the process within the Bank. This policy is based on objective criteria, both quantitative and qualitative, such as: - performance, sustainability of performance, management style, - ability to manage risk, - ability to outperform the market, - rigor to adhere to the management style, necessitating a dedicated infrastructure (analysis of the investment strategy, due diligence, meetings and contacts with the UCI's managers, presentation to the investment council, site visits and performance monitoring...), of the investment strategy, of the compliance of the portfolios to the management style. This permanent control justifies the sustainability of the benefits. Article 23: Non-monetary benefits received The Bank may receive from its counterparties certain non-monetary benefits such as, for example, financial analyses from investment service providers that may be used to help the Bank determine the investment strategy chosen and to enrich the investment advice provided. The selection policy applicable to the Bank's service providers is based on qualitative and quantitative objective criteria, which do not take into account inducements or benefits. This selection policy is set up in accordance with the Bank's conflicts of interest policy. Article 24: Benefits paid The Bank may remunerate specific third parties, for example in order to extend its Customer potential or in a service provider relationship. These third parties do not generally offer custodian or investment services, that only credit institutions are authorized to provide. These third parties fulfill a role of selection for the Customer, for whom they look for a financial institution that can offer the service, which matches the most his/her/its expectations, but also for the Bank, to which they propose Customers that fit in their targeted public. The Bank has implemented intern procedures for the selection of third parties as well as for the organization of the development of a long-term relationship and the preservation of its stability. The remuneration of these intermediaries consists in a provision calculated on the basis either of the provisions received on the transactions realized or to be realized by the Customer, or of an amount calculated considering the assets in deposit, or of an amount proportional to the entry fees of the Customer in specific UCIs. This amount can be spread as to maintain the stability of the relationship over time. PART TWO: CATEGORIZATION OF CUSTOMERS Article 25: Information concerning the classification of Customers In application of the Luxembourg law of 13 July 2007 concerning markets in financial instruments (hereinafter the "law of 13 July 2007"), the Bank shall inform Customers having recourse to investment services, actvities or ancillary services on markets in financial instruments of their categorization as a "Retail Customer", "Professional Customer" or "Eligible Counterparty" on the basis of the criteria set out by said law. Article 26: Possibility of requesting enhanced protection ("opt-in") The Bank may, on its own initiative or at the Customer's request: - treat as a Professional Customer or a Retail Customer any Customer who has been classified by default as an Eligible Counterparty by virtue of and in application of the Luxembourg law of 13 July 2007; - treat as an Retail Customer any Customer considered as a Professional Customer by virtue of and in application of the Luxembourg law of 13 July Article 27: Possibility of renouncing on protection ("opt-out") The Bank shall inform Retail Customers that, within the limits provided for by law, they may be entitled to be treated as Professional Customers. Equally, an Retail Customer and a Professional Customer may be considered as an Eligible Counterparty if it is an undertaking and fulfils the eligibility criteria. Any such request must be made in writing, in compliance with the conditions set by law. The Customer shall declare that he/she/it is aware of the consequences of renouncing the nominal level of protection Before deciding to accept a request for change of categorization, the Bank shall take all reasonable measures to ensure that the Customer meets the criteria established by law It is the Customer's responsibility to inform the Bank of any change that could alter his/her/its categorization. The Bank is authorised to take appropriate measures if it notes that the Customer no longer meets the conditions justifying his/her/its classification as a Professional Customer. Article 28: Scope of categorization It is expressly agreed between the parties that the Customer's categorization shall apply to the entire relationship between the Customer and the Bank; that is to say, to all the transactions, services, activities, ancillary services and products provided by the Bank and with effect from the written acceptance of the change of classification by the Bank. Article 29: Retail Customer The Retail Customer benefits from the widest scope of legal protection for all the services, products and transactions provided by the Bank in relation with markets in financial instruments Such protection is conferred by the Luxembourg law of 13 July 2007 and includes a number of conduct of business obligations for the provision of investment services (in particular the obligation to verify the suitability of the advice or the discretionary management, the obligation to verify the appropriateness of the product or the provided service, extended duty to information), the obligation for the Bank to execute orders on terms most favourable to the Customer, and the application of Customer order handling rules (in particular prompt, fair and expeditious execution of orders as defined by said law and its implementing decrees). Article 30: Professional Customer The Professional Customer benefits from a narrower scope of legal protection than do Retail Customers defined by the Luxembourg law of 13 July When providing investment advice, the Bank is entitled to assume that a Professional Customer "per se" is financially able to bear the any related investment risk with an investment that falls within the Customer's investment objectives As regards a Customer treated as Professional at his/her/its own request, the Bank shall assess both compliance with their investment objectives and their financial capacity to bear the risks associated to the transactions before providing investment advice, advisory or discretionary portfolio management For all Professional Customers the Bank is authorised to presume that, as regards the products, transactions and services for which the Customer is classified as a Professional Customer, the Customer has the required level of experience and knowledge to understand the risks inherent in any transaction and in the management of his/her/its portfolio. An assessment of the appropriateness of the product, service or transaction shall not therefore be carried out Professional Customers shall be presumed to have themselves assessed their requirements in terms of information concerning the Bank's order execution policy. The information obligation due to the Professional Customer is less exhaustive and is in particular limited in the following matters: portfolio management report, information about safeguarding of client financial instruments funds, comparison of products, services or entities providing these services, fees and costs of the rendering of services, past performances and simulation of past or future performances of financial products. The Bank shall however comply to the organisational obligations towards the Professional Customers in particular those meant to prevent the existence of conflict of interests, those guarantying the continuity and regularity of the provision of investment services or those meant to preserve the Customer's rights on the trusted assets. Article 31: Eligible Counterpartie The Bank, in accordance with the law of 13 July 2007, is not required in its transactions with Eligible Counterparties to comply with the obligations concerning conduct of business rules for the provision of investment services, the obligation to execute orders on terms most favourable to the Customer, or the rules established by said law for Client order handling rules The Bank shall comply to the organisational obligations towards the Eligible Counterparties in particular those meant to prevent the existence of conflict of interests, those guarantying the continuity and regularity of the provision of investment services or those meant to preserve the Customer's rights on the trusted assets. PART THREE: INVESTMENT STRATEGIES Article 32: Obligations related to the provision of investment advice, advisory and discretionary portfolio management services In application of the provisions of the law of 13 July 2007, the Bank is required to obtain from its Customers to whom it provides investment advice, advisory or discretionary portfolio management services the necessary information concerning the investment knowledge and experience of the Customer in respect of the specific type of product or service, and the Customer's financial situation and investment objectives, to enable it to recommend the most appropriate investment services and financial instruments The Bank informs the Customer that it is not permitted by law to the Bank to provide investment services or to recommend financial instruments as part of an investment advice or discretionary portfolio management service if it has not obtained the required information described above The Bank shall rely on the information provided by the Customer. Article 33: Determination of Customer investor profile A Customer's investor profile is determined and set by common agreement with the Customer on the basis of an "Investor Profile" form or by any other means defined by the Bank, setting out the knowledge and experience of the Customer in investment matters in respect of the specific type of page 4 of 6 of the document dated september 15, 2012

5 product or of service, the Customer's financial situation and investment objectives, from among the following five profiles: - defensive - conservative - balanced - growth - dynamic The Customer's investor profile may be updated at any time, either at the Customer's express request or if suggested by the Bank. The Customer undertakes to immediately inform the Bank of any change affecting his/her/its investor profile. The updated profile shall be agreed jointly between the Customer and the Bank Any change in the Customer's investor profile shall not call into question any advice previously provided by the Bank and shall not affect the validity of any transactions already entered into at the time of the change in profile Any joint or collective securities deposit accounts shall be governed by the General Terms and Conditions, as well as by any specific agreements established at the time of opening such accounts and intended to apply to a single investor profile distinct from the investor profile of the respective co-account holders The Customer's investor profile determines, in accordance with the Bank's investment policy, the range of services, products and transactions in financial instruments the Bank shall provide to the Customer in the context of investment advice, advisory or discretionary portfolio management services. A. INVESTMENT ADVICE Article 34: Provision of investment advice In the context of these General Terms and Conditions, investment advice shall mean the provision of personalised recommendations to the Customer, whether at the Customer's request or at the Bank's initiative, concerning one or more transactions in financial instruments as listed by the law of 13 July For any transaction in financial instruments executed without the provision of investment advice as defined above, and thus at the Customer's sole initiative, the Bank shall not be required to verify that the instrument or service provided is suitable for the Customer's investor profile. The Bank shall not perform automatic controls on the composition of the Customer's portfolio and the compliance with the Customer's investment policy defined with the Bank. The Bank expressly agrees with the Customer that the Bank shall analyse the suitability of the Customer's portfolio in relation to his/her/its investor profile only when the Customer directly requests the Bank for its investment advice. Article 35: Investment policy The Bank has classified financial instruments into four product types, i.e. money-market instruments, equities, bonds and other financial instruments For each of the five investor profiles, the Bank recommends a minimum and maximum weighting for each of the four product types in relation to the Customer's assets. The greater the emphasis in the investor profile on returns, the more the percentage of financial products presenting an exposure to high risks will be over-weighted, and vice-versa. The Bank recommends for each investor profile, the reference currency of which is the euro, a predetermined maximum exposure to other currencies. The proportion of UCI-type financial instruments shall be a function of the assets underlying the UCI The Bank reserves the right to periodically modify the weightings and maximum and minimum thresholds, taking into account the Bank's analysts' forecasts or general trends in the financial markets. B. ADVISORY AND DISCRETIONARY PORTFOLIO MANAGEMENT Article 36: Scope of advisory portfolio management agreement Advisory management is a management mandate and is subject to a specific agreement between the Bank and the Customer. Under this "Fund Management Consulting Services Contract", the Bank gives recommendations to the Customer. The Bank shall have the task of managing the Customer's assets in cooperation with the Customer, i.e. all management decisions are to be taken jointly by the Bank and by the Customer in accordance with the investment policy described above The Bank shall subject the portfolio to a permanent review, taking into account the Customer's investor profile, the current political, social, financial and economic situation and the Customer's guidelines as regards the management of his/her/its portfolio. Article 37: Discretionary portfolio management services The Bank shall be responsible for managing the Customer's assets by virtue of the specific "Discretionary Portfolio Management Contract". This specific agreement sets out the terms and conditions as well as the liability connected with discretionary portfolio management mandates, together with the Customer's investor profile. Article 38: Scope of discretionary portfolio management mandate In the context of a discretionary portfolio management agreement, the Bank shall be entrusted with the Customer's assets and shall have the task of managing them at its discretion Thus, it shall be authorised to carry out on the Customer's behalf all the operations that it considers to be in the Customer's interest and in accordance with his/her/its investor profile, notably the purchase and sale of securities, the opening and closing of cash deposits, and generally all transactions that it shall deem appropriate in the context of the management mandate Throughout the term of the agreement, the Customer may neither take action with regard to the assets under management nor interfere in said management, without the Bank's express agreement. Thus, the Customer waives any right in particular to have access to the assets under management by means of electronic or remote banking systems. Article 39: Investment policy The discretionary portfolio management agreement ("Asset Management Agreement") sets out the financial instruments eligible to be used in the context of discretionary portfolio management As a function of the investor profile, determined jointly with the Customer, an investment strategy is defined for management of the Customer's portfolio. A detailed description of the investor profile and of the strategy forms an integral part of the discretionary portfolio management contract. Article 40: Responsibility and obligations The Customer shall be fully and completely responsible for operations that the Bank shall carry out in the context of any management mandate The Bank undertakes to carry out its mandate with care and diligence The Bank shall be obliged to provide the Customer with a report on its management in accordance with article 18 above The Bank shall be authorised to represent the Customer vis-à-vis third parties. In the event a special power of attorney is required, the Customer undertakes to give this to the Bank Concerning the discretionary management of his/her/its portfolio, the Customer shall be informed in writing, by telephone or any other means agreed between the parties, of any loss affecting the portfolio that exceeds a threshold determined in advance with the Bank on the basis of a 52-week period. Notification shall be made on the basis of a daily evaluation of the portfolio. In the event that the investment profile is changed, the loss threshold applicable to the new profile shall be applied. In the event that a Customer's strategy is changed to a less aggressive strategy, over a given 52-week historical period the relevant loss threshold shall be calculated by weighting over time the strategies concerned Concerning the discretionary management of his/her/its portfolio, the Customer shall be given a benchmark so that he/she/it can monitor the Bank's performance as compared to the financial markets generally. The Customer may obtain further information on the benchmark from his/her/its usual branch of the Bank. Article 41: Term of mandate The Customer shall be entitled to terminate the mandate at any time by registered letter. Termination shall take effect as from receipt of said registered letter by the Bank. However, any transactions under way at the time of termination shall not be cancelled The Bank may terminate the agreement by registered letter provided 30 days' notice is given The agreement shall remain in effect in the event of the death or legal incapacity of the Customer and until it has been terminated in writing by the Customer's beneficiaries or by his/her/its legal representatives. C. PROVISION OF OTHER SERVICES IN RELATION TO FINANCIAL INSTRUMENTS Article 42: Provision of services other than investment advice, advisory or discretionary portfolio management When the Bank provides services other than investment advice, advisory or discretionary portfolio management it is legally obliged, other than in the case of the simple execution of an order concerning a non-complex instruments, as defined by the Luxembourg law of 13 July 2007, to enquire of the Customer as to his/her/its investment knowledge and experience in relation to the specific type of product or service requested to enable it to assess whether the investment service or product is appropriate for the Customer. To this end, the Bank provides the Customer with a form entitled "Financial Products Know-How" If the Customer decides not to provide the information on its knowledge and experience, or if the information provided is inadequate, the Bank shall execute the orders and advise the Customer that it is not in a position to determine if the service or product is appropriate for the Customer If the Bank considers, on the basis of the information received from the Customer as to his/her/its investment knowledge and experience, that the product or service is not appropriate for the Customer, the Bank shall notify the Customer prior to execution of any transaction in such a product. Article 43: Provision of investment services comprising solely the execution and/or receipt and transmission of Customers' orders concerning non-complex products When the Bank provides the Customer with services comprising solely the execution and/or receipt and transmission of his/her/its orders, with or without ancillary services, the Bank is not required to obtain the information or carry out the assessment provided for in article above, if: - the services relate to equities admitted to trading on a regulated market or an equivalent market in an equivalent third country market, money-market instruments, bonds and other forms of securitised debt, shares or units in UCITS and other non-complex financial instruments as defined by the law of 13 July 2007; - and the service is provided at the Customer's request The Customer shall be informed at the time of provision of such services that the Bank is not obliged to evaluate whether the instrument or service provided is suitable for the Customer, and that he/she/it does not benefit from the corresponding protection under the relevant rules of conduct. PART FOUR: POLICY FOR THE EXECUTION OF ORDERS IN FINANCIAL INSTRUMENT Article 44: Order execution policy - general In application of the law of 13 July 2007 the Bank shall inform the Customer of its order execution policy for each category of financial instrument The Bank undertakes to execute the Customer's orders in accordance with the execution policy as described in the following articles Acceptance of these GTC-FI shall indicate express acceptance of the order execution policy for the various categories of financial instruments. It is expressly agreed between the parties that, to enable the Bank to ensure best execution within the meaning of the law of 13 July 2007, the Customer authorises the Bank to execute certain individual orders, or orders in certain financial instruments, outside the regulated markets or outside an MTF (Multilateral Trading Facility), that is over-the-counter. Any order given by the Customer following receipt of the appropriate information concerning the Bank's order execution policy shall signify express consent of such policy The present policy describes the execution systems that enable the Bank to execute orders for the Retail Customer on most favourable terms within the meaning of the Luxembourg law of 13 July The order execution policy applicable to Retail Customers shall equally apply to Professional Customers provided that a different order execution policy has not been expressly agreed between the parties. Professional Customers shall themselves assess their information requirements with regard to the Bank's order execution policy When the Bank executes an order on behalf of a Retail Customer, the best possible result shall be determined on the basis of the total price, representing the price of the financial instrument and the costs related to the execution of the order. page 5 of 6 of the document dated september 15, 2012