General Terms and Conditions & Safe Custody Regulations

Transcription

1 General Terms and Conditions & Safe Custody Regulations Mainaustrasse 21-23, CH-8034 Zurich BH 1/11

2 General Terms and Conditions General Terms and Conditions & Safe Custody Regulations 1. Objective and scope These General Terms and Conditions & Safe Custody Regulations (referred to as Conditions & Regulations ) govern relations between Nordea Bank S.A. Luxemburg, Zweigniederlassung Zürich (hereinafter the "Bank") and its clients (the Clients ) unless otherwise expressly agreed. For individual business areas, the Bank's special regulations and the respective practices remain reserved. 2. Right of disposal Signing powers filed with the Bank together with specimen signatures shall alone be binding upon the Bank and shall remain in force until written notice of amendment or revocation has been received, notwithstanding any entries in commercial registries or other official publications. The right of disposal by the account holders and persons authorised to sign shall always apply to a Client Number where powers of attorney do not include specific restrictions. The term Client Number comprises all accounts and custody accounts held by the Client under the same Client Number. If several persons are authorised to sign for a Client Number each person can sign individually unless the Client expressly has notified the Bank of the contrary in writing. 3. Verification of signature and identity The Bank verifies identity and signature of the Client and his proxy holders with care customary in banking. Damage resulting from non-discovery of forgeries and inadequate identification shall be the responsibility of the Client, except where the Bank is guilty of gross negligence. 4. Legal incapacity The Client shall be liable for any damage resulting from his own legal incapacity, unless such incapacity has been published in the Official Gazette of the Canton Zurich ("Amtsblatt des Kantons Zürich") or notified in writing to the Bank by the competent authorities. The Client shall in all cases be liable for damage resulting from legal incapacity of his proxy holders or third parties. 5. Collective and joint account Each account holder of a collective or joint account ("Account Holder") shall be entitled individually and independently of the other Account Holders to operate the account, to dispose of the assets and the funds deposited in joint custody accounts, to dispose of any interest and/or dividend accrued, under his sole signature unless joint signing power is indicated in the account opening documents. In respect of such disposals, the signature of any one Account Holder shall be sufficient to give full discharge to the Bank on behalf of all the Account Holders. To raise loans, to pledge assets as security, to issue guarantees, to switch from send mail to hold mail and to liquidate the account the Bank require the signature of all Account Holders. Each Account Holder shall expressly be empowered to confer powers of attorney upon third parties in respect of the joint account and to revoke already existing powers of attorney without the consent of the other Account Holders. Each Account Holder agrees that the Account Holders will be jointly and severally liable to the Bank for any present and future claims the Bank may have against them, even if such claims result from instructions issued or commitments entered into by only one of them. Powers of attorney granted by one Account Holder are binding upon all Account Holders, and the attorney-infact of one of the Account Holders is attorney-in-fact for all Account Holders. In the absence of instructions to the contrary, the Bank is authorised to credit amounts received for one of the Account Holders to the joint account unless a separate account exists in the sole name of the beneficiary in question. In case of hold mail, each Account Holder has the right to pick up the mail regardless of his signing power. In case of death or legal incapacity of one of the Account Holders with collective signing power, the heir(s) of a deceased Account Holder succeed in the collective account relations. Upon notification of an Account Holder s death or legal incapacity, the collective account, shall be frozen by the Bank until all heirs and the surviving Account Holder(s) have reached an agreement or until a respective court decision has been rendered. Administrative measures regarding the collective account in question such as interest payments etc. shall be allowed. In case of death or legal incapacity of one of the Account Holders with individual signing power, each of the remaining Account Holder(s) shall be entitled to operate the joint account under his individual signature as described above, the heir(s) of the deceased Account Holder being excluded. Each Account Holder agrees that in case of death of one of the Account Holders, the Bank is entitled, at the request of a person that has been properly identified as a statutory or testamentary heir of the deceased Account Holder, to provide information about the balance of the account as per the date of death and the names of the remaining account holders and proxy holders. 6. Communication from the Bank 7. Changes of address and prevention of dormancy Communication from the Bank shall be deemed to have been made when dispatched to the latest address given by the Client. The time of dispatch shall be deemed to be the date appearing on the copy or mail records kept by the Bank. The Client shall promptly notify the Bank in writing of changes of address. In case the Bank has to investigate to hold up contact to the Client (prevention of dormancy), the Bank may charge such expenses as well as costs resulting from the special treatment and observation of dormant assets to the Client's account. 8. Transmission errors The Client shall be liable for damage arising out of the use of mail, telephone, telefax, , internet and other forms of transmission or transport, in particular due to loss, delay, misunderstanding, mutilation or duplication, except where the Bank is guilty of gross negligence. Mainaustrasse 21-23, CH-8034 Zurich BH 2/11

3 General Terms and Conditions & Safe Custody Regulations 9. Hold mail The Client may designate the Bank as the address for correspondence and instruct the Bank to keep all correspondence at the Client's disposal and not to forward it. By requesting Hold Mail services the Client agrees that the Bank will: Only hold mail relating to products and services of the Bank and not direct mail from any third party or items of value, including credit cards, cheque books, or any items requiring safekeeping. Hold the Client s mail for a period of up to 12 months. Continue this service until it receives written notice from the Client cancelling it, or the account of the Client is closed. Charge a fee for this service in accordance with the current price list available on request. Clients with Hold Mail services will receive mail from the Bank at least once every calendar year. The Client furthermore agrees and acknowledges that the Hold Mail services may be bypassed in special cases such as legal notices and in other specific circumstances at the Bank's discretion. The Client agrees that the mail may be sent to either the Client's main addresses or the forwarding address as applicable. The Client discharges the Bank of any liability and any damage that may incur as a result of the Bank's compliance with this instruction. It is understood that any request to carry out a search on the Client's account, after mail has been destroyed, will result in a fee being debited. The Client realises that by holding the mail, the Bank is deviating from the general operating procedures and is doing so at the Client's request. The Client specifically agrees to assume all risks associated with this service and the Bank s related acts and omissions, including without limitation, damages resulting from a delay in the Client's receipt, or non-receipt, of statements and other mail. If the Bank is to destroy the Client's mail rather than send it to the provided address, the Client recognises the additional risk incurred by never seeing the mail. The Client agrees that neither the Bank nor any of the Bank's subsidiaries, affiliates or other branches will be held liable regarding this service, irrespective of their involvement. The Client acknowledges that all correspondence from the Bank or its affiliated companies, which is kept by the Bank, shall be deemed to have been dispatched on the date appearing on the document. The time limits for any objections shall begin to run from that date. On closure of the Client's account, any outstanding mail will be sent to either the Client's main addresses or the forwarding address as applicable or may be destroyed. 10. Recording The Client takes note that all telephone conversations with the Bank may be recorded and that the recording may be retained for a limited period of time. The Client explicitly consents to such recording of the telephone conversations and the subsequent retention of the recording. The recording may be used in court, or in other legal proceedings, with the same value in evidence as a written document. The Client is obliged to inform any person that may conduct the telephone conversations with the Bank on his behalf about the telephone recording. Microfiches, microfilms or computerised registrations effected by the Bank on the basis of original documents shall constitute prima facie evidence and shall have the same value in evidence as an original written document. 11. Inadequate execution of orders 12. Liability for auxiliary persons and special events If damage arises as a result of non-execution, inadequate or delayed execution of orders (with the exception of stock exchange orders) the Bank shall only be liable for loss of interest unless the Bank s attention has been drawn to the imminent risk of additional damage in the specific case. The Bank shall not be liable for any loss of or damage to the Client or his assets for any reason whatsoever unless the loss has been caused directly by fraud, wilful default or gross negligence by the Bank, its officers, employees or agents. The Bank shall under no circumstances be liable for damage caused by foreign statutory provisions, measures adopted by any governmental or other authority, declared or imminent war, insurrection, revolution, civil war, Acts of God, strikes, lockouts or blockades, notwithstanding that only part of the Bank s functions are affected. 13. Client complaints Complaints relating to the execution or non-execution of orders of any kind as well as to other communications from the Bank shall be made immediately on receipt of the relevant advice and within the time limit fixed by the Bank. In the event that an anticipated advice from the Bank does not arrive, the complaint shall be made as if the advice had been dispatched to the Client by ordinary mail. The Client shall be liable for any damage caused by delayed complaints. Any objections to net equity statements or statements of accounts shall be made within 30 days. If no objection has been made within this time limit the statements shall be deemed to have been approved. Express or implied approval of net equity statements shall apply to all items thereof and to any reservations made by the Bank. Mainaustrasse 21-23, CH-8034 Zurich BH 3/11

4 14. Rights of pledge and set-off General Terms and Conditions & Safe Custody Regulations The Bank has a right of pledge on all assets kept on behalf of the Client at the Bank or elsewhere and the Bank shall be entitled to a set-off in respect of all its claims existing at any time, irrespective of maturity and currency and also in respect of unsecured credits or credits granted against specific security. As soon as the Client defaults on any payment, the Bank may at its discretion realize the pledged assets by forced execution or by private sale. The Bank shall also be entitled to initiate enforcement of the pledged assets pursuant to regular debt enforcement proceedings without having first to initiate proceedings for the realization of the pledged assets. In case of realisation of the pledged assets, the Bank may purchase such assets for itself. 15. Accounts Net equity statements are produced monthly, quarterly or annually at the Bank s discretion. These periodical statements may be substituted by daily statements. The Bank regards interests and commissions as being net, that is, after expenses. Taxes, duties and all costs of any nature arising out of the Client relationship such as telephone, telefax and postage charges, notarial and legal costs etc. shall be paid by the Client. The Bank reserves the right to change its charges and commissions at any time. The latest version of the Bank s charges and commissions schedule is available at the Bank on request. If the Bank receives several orders from the Client, the aggregate amount of which exceeds the available account balance or granted credit line, the Bank may at its discretion decide which order to execute in full or in part irrespective of the date or the time the order was received. In case the Bank receives payments in favour of a Client who has several debt positions with the Bank, the Bank reserves the right to decide against which debt positions the payments shall be credited. Amounts received in a currency other than the Client s base currency shall be credited either to an existing or to a new account in the same currency as the amount received. The amount may subsequently be transferred to an account designated by the Client. All receivables, deposits and other obligations of the Bank shall be payable only at the Bank s premises in Zurich. However, the Bank shall be entitled to make payments elsewhere. Payment in any currency shall be made by the Bank by transfer to an account indicated by the Client at the Bank s prevailing charges. The Bank is not under any obligation to make payment in foreign bank notes, even in the case of foreign currency accounts. 16. Foreign currency accounts 17. Purchase and sale of securities and money market instruments The Bank shall keep the Client s foreign currency at correspondents inside or outside the relevant currency area in the Bank s own name, but for account and at the risk of the Client. The Client shall bear the risk and any direct and indirect consequences of Acts of God, declared or imminent war, insurrection, revolution, civil war etc, statutory restrictions or limitations, measures adopted by any governmental or other authority, and for all taxes, expenses and duties in the relevant countries. The Client may dispose of his foreign currency by sale, transfer or the drawing of cheques in such currency, while other forms of disposal require the Bank s consent. The Bank may charge a commission for cash transactions as well as for transfers and the issuance of cheques. The Bank shall carry out instructions of the Client relating to the purchase or sale of securities etc. at the Client's risk and expense. The Client shall provide the Bank with coverage for any purchase of securities etc. at the time when the order is given, and shall in the case of a sale ensure that the securities in question are at the Bank s disposal at least two business days prior to the value date of the transaction. Where the Bank executes the instructions given, but the Client fails to provide sufficient coverage or fails to deliver the securities in question, the Bank shall at any time be entitled to cancel the transaction. The Client shall pay any costs in this connection. All transactions shall be carried out in accordance with the custom in the country in which the purchase or sale takes place and are subject to brokerage, commissions and other expenses, if any, incurred by the Bank, as well as any fees charged by the Bank. 18. Fiduciary Deposits The Client authorises the Bank to make fixed deposits with another bank abroad. In this connection, the Bank acts at its sole discretion; however, the Client shall expressly be entitled to give the Bank specific written instructions concerning such fixed deposits. Fixed deposits shall only be made for the Client s existing net assets. When making investments at its own discretion, the Bank may not use any credit facilities that may have been granted to the Client. The Bank shall at its own discretion choose the bank abroad. The amount, currency and conditions of the investment will be decided upon by the Bank at its own discretion unless instructed otherwise in writing by the Client. When the Client lets the Bank choose the bank abroad the Bank shall make the fixed deposit with the head office, with another bank of the Nordea Group of its choice or with a bank abroad which it considers of good standing. In the absence of instructions, the Bank may at its own discretion decide to keep the fiduciary deposit in the same currency as before or to convert it to whatever currency the Bank may find more appropriate. The Bank can automatically renew fiduciary deposits for a term of the same duration at the conditions prevailing at the time of renewal or transfer them to the Client s current account. Fixed deposits shall be made by the Bank in its own name, but for the Client s account and risk. The Bank is only obliged to transfer to the Client any amounts which it has received without restriction in repayment of capital and payment of interest. Where a bank abroad or another bank of the Nordea Group fails to fulfil its commitments in full or fulfil only part thereof, or where it or the Bank s head office cannot fulfil them as a consequence of transfer and currency regu- Mainaustrasse 21-23, CH-8034 Zurich BH 4/11

5 General Terms and Conditions & Safe Custody Regulations lations in its own country or in the country of the investment, the Bank shall only be under an obligation to transfer to the Client the claim which the Bank holds for the Client. The Bank shall not be under an obligation to render other services of any kind whatsoever. The Bank shall not be liable for errors or omissions by the bank abroad, the Bank s head office or another bank of the Nordea Group nor for their standing. When choosing a business connection the Bank shall only be liable for gross negligence. With respect to fixed deposits with the Bank s head office or with another bank of the Nordea Group it is acknowledged that such investments shall be subject to applicable law and all money market provisions and customs applicable at the domicile of the relevant bank as well as transfer and currency regulations and customs applicable in the country of the investment. On maturity of the investment the Bank shall debit the Client with commission calculated as a percentage of the amount invested. 19. Bills of exchange, cheques and similar documents The Bank shall be entitled to re-debit unpaid bills of exchange, cheques and similar documents that have been discounted or credited. Until final settlement, the Bank retains all claims for payment of the full amount of the bills of exchange or the cheques pursuant to the statutory provisions relating to bills of exchange and cheques, including accessory claims against any party liable under the document in question. 20. Transactions abroad The Bank settles transactions outside Switzerland. The Bank appoints the correspondent, unless expressly agreed otherwise with the Client. The Bank shall not be held liable for any errors or omissions made by its correspondent nor for his credit worthiness. When appointing a correspondent, the Bank shall only be liable for gross negligence. The Bank and the Client shall comply with laws, rules, regulations and other provisions applicable to such business in the country of the correspondent. 21. Retrocessions The Client is aware that the Bank from time to time, according to market practice, can receive various fees and commissions (in particular related to investment funds, structured products, private placements and similar), so called retrocessions. Unless otherwise instructed by the Client, the Client expressly waives the right to these fees and expressly agrees that such fees belong to the Bank. The Bank has the right to pass on such retrocessions to any third party at its own discretion. Furthermore the Bank has the right but not the obligation to pass on commissions, fees and other forms of income to any third party. These payments may be based on actual transactions or on holdings. 22. Outsourcing The Client acknowledges and agrees that the Bank may outsource activities in Switzerland and abroad in accordance with the applicable laws and regulations. The Bank ensures appropriate data protection. The outsourced processes cover data warehousing and transaction processing. In particular, in relation to the account management and booking of transactions by the Bank, the Client acknowledges and agrees that the processing and settlement procedure may be executed on the systems of Nordea Bank in Luxembourg or another affiliate entity of the Bank, or third parties authorised by the Bank, located in- and outside Switzerland. Other processes may be outsourced at the discretion of the Bank. The Bank and its affiliates have guidelines and processes that prevent the transmission of confidential information of the Client to non-authorised third parties, except in the case the Bank and its affiliates are forced by legal or regulatory requirements to disclose such information. Data transmissions between the Bank and the affiliates will always be encrypted. The affiliates process the data exclusively on the basis of client numbers and will not have access to the Client s identity except in the case the Bank is forced by legal or regulatory requirements to disclose such information. For certain services that cannot be performed without disclosing the Client s data, the Bank reserves the right to do so. Such services could be, but are not limited to, processing payment orders within the Swiss domestic payment system. The Client hereby explicitly acknowledges and accepts the fact that the Bank outsources the above mentioned activities and that the Bank furthermore reserves the right to outsource other activities to third parties in Switzerland and abroad without informing the Client, in compliance with all relevant regulatory requirements. 23. Communication The Client authorises the Bank to accept any instruction (except standing instructions) on his/her account by telefax and/or over the telephone, without further authentication or confirmation. The Bank may refuse to accept any instruction that does not appear to it to comply with the signing mandate, whether in writing, by telephone or facsimile, until it has carried out an appropriate validation process which might include telephoning the Client to reconfirm the transaction. At its sole discretion, the Bank may suspend the execution of any order or instructions given by telephone until receipt of a written confirmation. The Client agrees that the Bank may accept instructions from any person representing themselves to be the Client or an attorney of the Client, whether individually or jointly, as indicated to the Bank whenever signing authority is advised to it. The instructions will be at the Client's risk and the Client agrees that the Bank is not responsible for any losses, including legal fees, which result from the Bank acting or refusing to act on instructions received this way. The Client understands that the Bank may carry out certain control processes in relation to these instructions, which could include having the Client repeat the instruction to a second officer of the Bank or having a second officer telephone the Client to confirm the instruction. Mainaustrasse 21-23, CH-8034 Zurich BH 5/11

6 General Terms and Conditions & Safe Custody Regulations The Client understands that data transmitted via is unprotected and that a third party may discover that a banking relationship exists. Unless specifically agreed, the Bank, for its part, only uses to transmit generally publicly accessible information. 24. Termination of the Client relationship The Bank reserves the right to terminate the Client relationship with immediate effect at its own discretion and, in particular, cancel credits granted and call in outstanding amounts without further notice. In such an eventuality, all claims shall become due and payable immediately. The Bank may in particular cancel credit facilities at any time and declare its balance payable immediately, subject to special agreements and product-specific conditions on termination. In the event that notice of termination is given or if the Bank is no longer permitted to manage deposited assets and funds due to legal, regulatory, or product-specific reasons or for any other reason, the client must notify the Bank upon its request with instruction as to where these assets and funds are to be transferred. If the client fails to provide the Bank of this instruction, including after a grace period set by the Bank, the Bank may deliver the assets and funds in physical form or liquidate them and deposit the assets, funds and/or proceeds from the liquidation with a custodian of its own choosing or a court nominated depository at the client s expense and releasing it from any judicial or extrajudicial actions. 25. Public holidays Banking Days 26. Reservation for special conditions In all transactions with the Bank, Saturdays shall rank equal to public holidays. The Bank does not transact business on Saturdays, Sundays or official public holidays. Special regulations issued by the Bank for individual business areas can apply. Additionally, upon request by the Bank, the Client shall provide information required under applicable Swiss Anti-Money Laundering ("AML") provisions without undue delay. Failure by the Client to submit AML-information, gives the Bank the right, at its sole discretion, to (i) reject orders or instructions received from the Client or (ii) terminate its business relationship with the Client immediately or (iii) prohibit the latter from withdrawing any assets. 27. Taxes & FATCA The Client shall comply with all relevant tax regulations and reporting obligations applicable to him/her. In order for the Bank to determine the Client's status under the U.S. Foreign Account Tax Compliance Act ("FATCA"), the Client agrees to provide the Bank with a correct, complete and executed U.S. tax form. Should the Client fail to provide the U.S. tax form, the Client explicitly authorises the Bank to transmit any information regarding the banking relationship in question to the U.S. tax authorities. Furthermore, the Client acknowledges that any information transmitted by the Bank to the U.S. tax authorities, including the IRS, is subject to U.S. law and is thus no longer subject to Swiss law. 28. Tax services The Bank does not generally offer individual tax reclaim services to the Client, nor does it make individual withholding tax credit filings for the Client under relevant double taxation treaties. However, if the Bank agrees to make such filings, they will be made in the name and at the cost of the Client. The Bank will withhold tax at source, according to its obligations as paying agent under the applicable laws, unless the Client has the possibility and expressly instructs the Bank to automatically exchange information with the relevant tax authorities, or provides an exemption certificate and fulfils all requirements related thereto. 29. Bank client confidentiality The Bank is obliged by law to treat Client related data as confidential. The Client authorizes the Bank to disclose Client related data (i) to Nordea Group entities for business, credit and risk management purposes and (ii) to selected service providers in Switzerland and/or abroad who handle incoming and outgoing payments in the Swiss domestic payment system for the Bank. The Client releases the Bank to this extent from its obligation of confidentiality and data protection and waives bank client confidentiality. The Client releases the Bank from its Banking Secrecy obligation insofar this is necessary to protect the Bank s legitimate interests, for example, but not limited to, in case the Client institutes legal proceedings against the Bank, to secure claims of the Bank and the realisation of security given by the Client or third parties, in case of debt collection against the Client by the Bank, or in case of accusations by the Client against the Bank in public or to authorities at home or abroad. The Client further agrees that the Bank is entitled to disclose Client related data in order to comply with legal or regulatory obligations, in particular with respect, but not limited to, transactions relating to foreign countries insofar as applicable provisions demand disclosure, e.g. to custodian banks, central securities depositories, brokers, exchanges, repositories or authorities. 30. Governing language and translations Translations of these Conditions & Regulations may be provided for the added convenience of Clients. In the event of conflict between the original English text and any translation of these Conditions & Regulations, the English version shall prevail. 31. Prevailing version These Conditions & Regulations replace any previous version and any other similar document that may exist between the Bank and the Client that regulates the general business relationship between the Bank and the Client. Any reference in any document issued by the Bank and signed by the Client to any clause of a previous version of the Conditions & Regulations, or similar document, shall refer to the relevant clause in these Conditions & Regulations regarding the respective subject. 32. Severability If any clause in these terms and conditions is found to be invalid in law, it shall not impair the validity of the remaining clauses. Mainaustrasse 21-23, CH-8034 Zurich BH 6/11

7 General Terms and Conditions & Safe Custody Regulations Nevertheless, the invalid clause shall be replaced by provisions to which the parties would have agreed in good faith had they known the initial clause or any part thereof was invalid. 33. Amendments The Bank reserves the right to amend these Conditions & Regulations at any time. The Client shall be notified of such amendments in writing or by any other appropriate means and the amendments are deemed to be accepted if no objection is made within a time limit of 30 days. 34. Applicable law and jurisdiction All legal relations between the Bank and the Client shall be governed by Swiss law. Place of performance, place of debt collection for Clients domiciled outside Switzerland, and exclusive jurisdiction for any disputes shall be Zurich. Notwithstanding this, the Bank reserves the right to commence legal action at the competent court at the Client s place of residence or in any other court of competent jurisdiction. Mainaustrasse 21-23, CH-8034 Zurich BH 7/11

8 Safe Custody Regulations General Terms and Conditions & Safe Custody Regulations 35. Scope Securities and other valuables (in the following referred to as Assets ) received by the Bank for safe-keeping shall be subject to these Conditions & Regulations. These Conditions & Regulations may be supplemented by special agreements applicable to specific safe-keeping accounts. 36. Deposit of Assets The Bank will: safe-keep and manage securities and book-entry securities, in open safe custody accounts; safe-keep and manage precious metals, in open safe custody accounts; register and manage money and money market instruments which are not securitised (such as registered shares with deferred issue), in open safe custody accounts; safe-keep documents of title, in open safe custody accounts. The Bank may refuse to accept Assets without stating any reasons. The Bank shall be authorised to check the authenticity of the Assets delivered by the Client or a third party and to look into any reports of blocking, without thereby incurring any liability. Such checks shall be carried out on the basis of documentation and information available to the Bank. Assets in countries other than Switzerland shall be delivered to the custodian bank for checking. 37. Due care The Assets received for safe-keeping shall be kept by the Bank itself or with a third party with the same care and attention as the Bank would show its own assets. 38. Receipt On each deposit of Assets by the Client, the Bank shall issue a receipt specifying the Assets accepted for safe-keeping. This receipt cannot be transferred or pledged. It will not be updated when the Assets held change, and the Bank will not request that it be returned on withdrawal of the Assets. The Bank will hand over Assets held in safe custody against a receipt. 39. Joint custody account 40. Statements of holdings A safe custody account may be established by several Clients (a so called joint custody account). In such cases, the right to operate the account is governed by a separate agreement. Failing such agreement, each Client may operate the account individually. The Clients shall in all cases be jointly liable for the Bank s claims arising out of the deposit. The Bank will normally at year end send the Client a statement of Assets held in safe custody. The statement may include other Assets not covered by the Conditions & Regulations. The Assets held in safe custody shall be valued on the basis of approximate rates and market values obtained from sources customarily used by banks and the Bank shall not be bound by these values stated. 41. Custody fees Custody fees are calculated in accordance with the Bank s current Charges and Commissions, which are available on request. The Bank reserves the right to change the charges and commissions from time to time. The Bank may charge extraordinary services and expenses separately. 42. Duration Unless otherwise agreed these Conditions & Regulations do not apply for a specific period of time, but are unlimited. Legal relationships created by these Regulations shall not cease on the death, legal incapacity or bankruptcy of the Client. 43. Withdrawal The Client may at any time, subject to periods of notice and mandatory statutory provisions, request that the Assets be handed over or placed at his disposal. The usual time limits for withdrawal shall be observed. Likewise, the Bank may at any time request that the Assets be taken back. Mainaustrasse 21-23, CH-8034 Zurich BH 8/11

9 General Terms and Conditions & Safe Custody Regulations Special conditions for open safe custody accounts 44. Form of safe-keeping The Bank is expressly authorised to keep Assets outside the Bank for the Clients account and risk. In the absence of instructions to the contrary, the Bank may hold the Assets according to type either itself, with a third party or with a securities centre (central securities depository). The Client shall have a joint right of ownership in the Assets held by the central securities depository at any time in proportion to the Assets deposited by the Client, with the exception of assets which because of their nature or for other reasons are to be kept separately. Assets are subject to applicable statutory provisions and customs at the place of safe-keeping. The Bank usually registers the Assets in its own name or in the name of a third party, for the Client s account and risk. Should the Client expressly wish to have the Assets registered in his own name, the Client accepts disclosure of his identity to the external depository Assets subject to drawings may also be held according to type of Asset. When Assets held by the Bank are drawn, the Bank shall make a secondary drawing which, like the first drawing, ensures that all Clients concerned have an equal chance of being considered. Assets traded exclusively or primarily in countries other than Switzerland are, as a rule, deposited abroad. If such securities are delivered in Switzerland, they will be transferred abroad at the Client's expense and risk. Assets held abroad shall be subject to the laws and established practices of the place of deposit. If the applicable law of the foreign country renders it difficult or impossible for the Assets to be returned or for the proceeds of their sale to be transferred, the Bank shall only be required to procure for the Client a claim for the return of the Assets or payment of the corresponding sums, provided such a right exists or is assignable. If the Bank is required to disclose the safekeeping of the Client's Asset to the issuer or to an authority, it shall be entitled to make or to refuse to make such disclosure, or to make a partial disclosure. The Bank shall inform the Client of the action it has taken, but shall not be required to draw the Client's attention in advance to any disclosure obligations that may arise from safekeeping of the Assets. 45. Deferred printing of certificates The Bank is explicitly authorised, if the physical issuance of certificates has been deferred for the duration of safe custody with the Bank, to: require the conversion of the existing certificates into paperless rights if they are received for safe custody perform the usual administrative services during the safe custody for the account of the depositor and give the issuer the necessary instructions and obtain the necessary information execute buy and sell orders for certificates whose printing is deferred or cancelled, acting as principal or agent at the Bank's discretion. demand the physical issuance of the certificates if they are to be delivered out of the safekeeping account of the depositor. 46. Administration The Bank shall from the date of deposit and without any special instructions from the Client perform the usual custody administrative services such as collection of coupons and other amounts due, procurement of new coupon sheets, exchange of interim certificates for definitive title, monitoring of drawings, notices, conversions and subscription rights etc. In the case of non-coupon shares registered in the Client s name the Bank shall only perform such administrative services if the forwarding address for dividends and subscription rights is the Bank. Usually, the Bank urges the Client to take the action for which the Client is responsible according to the following paragraph. In this connection the Bank uses available means of information which are common for the industry, but without assuming any liability whatsoever. If the Bank is unable to administer specific Assets in the usual manner, the Bank shall inform the Client accordingly. Unless otherwise agreed, the Client is responsible for maintaining the rights attached to the Assets such as, in particular, to give instructions for conversions, exercise or buy/sell subscription rights and exercise conversion options. If the Client s instructions are not received in due time the Bank shall be entitled, but not under an obligation, to act for the Client s account and risk at its own discretion, always provided that the Client s best interests are observed. In this connection, the Bank s liability shall be limited to gross negligence. If the Client fails to make sufficient funds available to the Bank, the Bank will normally sell subscription rights and/or any surplus bonus shares at the best possible price for the Client s account. The Client may authorise the Bank to represent rights attached to his Assets. Unless otherwise expressly agreed the Bank does not apply for refund of taxes paid. 47. Danish mortgage deeds Upon acceptance of Danish mortgage deeds for safe-keeping, the Bank shall, unless otherwise agreed with the Client, notify the debtor of the deposit if the debtor resides in Denmark, receive scheduled payments from the debtor and credit them to the Client s account and submit reminders pursuant to section 42a of the Danish Registration Act to debtors residing in Denmark. The Bank will normally allow five business days after the due date to ascertain whether payment has been effected. Only where expressly agreed shall the Bank take the necessary steps to maintain an insurance guarantee or other mortgage guarantee in force and to inform the guarantor in due time of any default in respect of a guaranteed mortgage. 48. Deposit of Assets Unless otherwise agreed the Bank shall have assets held and managed by a correspondent or a clearing house of its choice. The Assets shall be held and managed in the Bank s name, but for the Client s account Mainaustrasse 21-23, CH-8034 Zurich BH 9/11

10 and risk, in the manner customary at such place. General Terms and Conditions & Safe Custody Regulations Such Assets shall be subject to the laws, statutory provisions and customs as well as taxes and duties applicable at the place of deposit. The Bank shall have no liability whatsoever in the event that all or part of the Assets deposited are fully or partly inaccessible as a consequence of measures adopted by any governmental or other authority in the country of deposit. 49. Acquisition of Assets in the Bank s name Where it is unusual or impossible to purchase Assets in the Client s name the Bank may purchase them or have them purchased in its own name or that of a third party, but always for the Client s account and risk, and exercise or get exercised the rights attaching thereto. 50. Voting rights On principle, the Bank does not exercise the voting rights on Assets which it holds for safe-keeping. 51. Crediting and debiting Unless instructed otherwise by the Client, an account associated with the safe deposit and denominated in the corresponding currency will be credited and debited for related matters (principal, dividend, expenses etc.). 52. Transport Unless instructed otherwise by the Client, the Bank shall, at the Client s expense, insure valuables in transit where such insurance is usual and can be effected within the framework of the Bank s own insurance with a Swiss insurer. Mainaustrasse 21-23, CH-8034 Zurich BH 10/11

11 Special conditions for precious metal accounts General Terms and Conditions & Safe Custody Regulations 53. Joint right of ownership The Bank accepts gold, silver, platinum and palladium for safe-keeping. In Switzerland and in countries other than Switzerland, the Bank holds itself and/or with third parties in its own name, but for the Client s account and risk, at least the corresponding quantity of precious metal of a purity that as a minimum meets the current trade standard. The Client has a right of joint ownership in the aggregate deposit of the relevant precious metal, if the deposit is in Switzerland. The Client s respective share corresponds to the Client s holding relative to the total holding in the deposit. 54. Administration The Bank shall administer the Assets deposited and safeguard all rights in relation to third parties and among the Clients. The Bank shall be entitled from time to time at its own discretion to separate all or part of the Assets of individual Clients for separate safe-keeping. Registration shall be made either in units of an acceptable size (such as small ingots) or by weight 55. Withdrawal The Client shall be entitled at all times to separate from the deposit a quantity of precious metal equivalent to the Client s share and have it handed out within the usual time limits. Delivery shall take place at the Bank unless otherwise agreed. The Bank will on request deliver precious metal elsewhere provided it is practicable and in accordance with the laws and statutory provisions applicable at the place. Delivery that does not take place in the Bank shall be for the Client s account and risk. Precious metal shall be delivered in accordance with the booked number of acceptable units. If registration is made by weight the Bank shall be entitled to deliver ingots of a discretionary size of a purity which is at least in accordance with the current trade standard and to invoice any production charges applicable at the time of delivery. Any balance in weight shall be settled or set off in smaller units at the Bank s discretion, generally at the price prevailing in the Zurich precious metal market (or, failing that, at the corresponding official international market price) at the time of delivery. Delivery of large quantities must be notified to the Bank five business days in advance to ensure that they are available in due time. 56. Coins Current gold coins without numismatic features at the time of depositing (bulk items) shall be held on a fungible basis in separate unallocated deposits. They are handed out by the piece of the usual market quality. The Client shall not be entitled to receive coins of a specific year or specific embossing. These regulations shall apply by analogy to unallocated coin deposits. 57. Taxes and duties The Client shall pay all taxes, duties (in particular VAT) etc., including any future taxes and duties. Mainaustrasse 21-23, CH-8034 Zurich BH 11/11