*crystal finance ltd

Crystal Finance Investments Ltd. (the “Company”)
Terms of Business Agreement – Professional Clients

Between the Customer and Crystal Finance Investments Ltd.
An Agreement entered into this day of
Between On the one part with ID Card No. who is appearing hereon in the name of and on behalf of Crystal Finance Investments Limited, a limited liability company registered in Malta with registration number C26761 having registered address at Allcare Building, University Roundabout, Msida (hereinafter referred to as ‘the Company’); and On the second part (Hereinafter referred to as ‘the Customer’, and together referred to as the ‘Parties’) WHEREAS: i The Company is licensed under the Investment Services Act (hereinafter referred to as the ‘ISA’) by the Malta Financial Services Authority (hereinafter referred to as the ‘MFSA’). The MFSA may be contacted on the following address: Notabile Road, Attard BKR3000, Malta; telephone no: +356 21 441 155; fax no: +356 21 441 188; URL: www.mfsa.com.mt. As a holder of a Category 3 investment services licence, the Company is authorised to provide the Services (as defined below) in relation to the Instruments (as defined below) and is also authorised in terms of the said licence to provide Ancillary Services (as defined below); The Customer desires the Company to provide it with such Services and Ancillary Services (as defined hereunder) as the Customer may request from time to timeShould the Customer wish to receive investment advice and/or portoflio management services, it shall enter into a separate agreement with the Company to that effect; The purpose of this Agreement is to provide the basis on which the Services are to be provided by the Company and to set out the rights and obligations of the Parties, and the other terms and conditions on which the Company will provide the Services to the Customer. NOW THEREFORE it is being mutually agreed as follows: 1. Definitions
Save to the extent that the context or the express provisions in this Agreement otherwise require, in this Agreement the following words and expressions shall have the meaning assigned to them as follows: Ancillary Services”
The services and activities ancillary to the Services, namely: safekeeping and administration of Instruments for the account of the Customer; foreign exchange services where these are connected to the provision of the Services; and / or investment research and financial analysis or other forms of general recommendation relating to transactions in Instruments (hereinafter referred to as “General Recommendations”);
“Cleared Funds”
Money which has been irrevocably credited to the account designated by the Company from time to time as notified by the relevant bank with which such designated account is held; “Customer’s Assets”
The Instruments belonging to the Customer held or administered by the Company for the account of the Customer from time to time (excluding Customer’s Money); “Customer’s Money”
The money belonging to the Customer held or administered by the Company for the account of the Customer “Inducements”
The fees, commissions, and/or non-monetary benefits referred to in Clause 4.1; “Instruments”
The following instruments as defined in terms of the ISA: (ii) Money Market Instruments; (iii) Units in collective investment schemes; (iv) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivative instruments, financial indices or financial measures which may be settled physically or in cash; (v) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event); (vi) Options, futures, swaps, and any other derivative contracts relating to commodities, that can be physically settled provided that they are traded on a regulated market, within the meaning of the Financial Markets Act (Chapter 345 of the Laws of Malta) and, or a Multilateral Trading Facility within the meaning of the First Schedule to the ISA; (vii) Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled, are not for commercial purposes, are not included in article 6 of the Second Schedule to the Act, and, which have the characteristics of other derivative instruments, having regard to whether, inter alia, they are cleared and settled throughout recognised clearing houses or are subject to regular margin calls; (viii) Derivative instruments for the transfer of credit risk; (ix) Rights under a contract for differences or under any other contract the purpose or intended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price for property of any description or in an index or other factor designated for that purpose in the contract; (x) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default orother termination event), as well as any other derivative contracts relating to assets,rights, obligations, indices and measures not otherwise mentioned in the Second Schedule to the ISA, which have the characteristics of other derivative instruments,having regard to whether, inter alia, they are traded on a regulated market within the meaning of the Financial Markets Act (Chapter 345 of the Laws of Malta) or a Multilateral Trading Facility within the meaning of the First Schedule to the ISA are cleared and settled through recognised clearing houses or are subject to regular margin calls; (xi) Certificates or other instruments which confer property rights in respect of any instrument falling within the Second Schedule to the ISA; and (xii) Foreign exchange acquired or held for investment purposes.
For the avoidance of doubt, the term “Instruments” includes investment products such as notes and other
structured products, whether capital guaranteed/capital protected or not, including products with an option or
other derivative instrument embedded into them (“Structured Products”);
“Introducer Services”
“ISA”
The Investment Services Act (Chapter 370 of the Laws of Malta); “Law”
The laws of Malta, including the ISA, and any regulations, rules and guidelines issued thereunder; “Licence”
The Company’s investment services licence issued by the MFSA in terms of the ISA. “Professional Client”
A professional client as defined in the Investment Services Rules for Investment Services Providers issued by the MFSA under the ISA ; “Retail Client”
A client who is not a Professional Client; “Services”
The services that may be provided by the Company, upon the Customer’s request, in accordance with the terms and conditions of this Agreement, namely: to receive from the Customer an order to buy, sell or subscribe for Instruments and the transmission of
that order to a third party for execution (hereinafter referred to as “Reception and Transmission of
Orders”);
to act to conclude agreements to buy, sell or subscribe for one or more Instruments on behalf of the
Customer (hereinafter referred to as “Execution of Orders”);
to trade against the Company’s proprietry capital resulting in the conclusion of transactions in one or more
Instruments with the Customer (hereinafter referred to as “Dealing on Own Account”);
to act as nominee holder of Customer’s Money and/or Assets or of the assets represented by or otherwise connected therewith, where the Company is so doing as part of its providing any Service mentioned in point (i) to (v) above; “Tax”
Any form of taxation, duty, levy, impost, charge, social security or other similar contribution, or rates (whether created or imposed by any governmental, state, federal, local, municipal or other body, and whether in Malta or elsewhere), including any related penalty, interest, fine or surcharge. Interpretation and Construction
Save to the extent that the context or the express provisions of this Agreement otherwise require, in this Agreement: words importing any gender include all other genders; words importing the singular number only include the plural number and vice versa; words which import the whole are to be treated as including reference to any part of the whole; where at any one time there are two or more persons included in the expression "Party" obligations contained in this Agreement are binding jointly and severally on them; words importing individuals include legal persons and vice versa; references to this Agreement or to any other document are to be construed as reference to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time; any reference to a Clause is to the relevant Clause of this Agreement; reference to any statute or statutory provision (including any subordinate legislation) includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and includes any orders, legislation, instruments or other subordinate legislation made under the relevant statute or statutory provision; any phrase introduced by the words "including", "include", "in particular" or any similar expression is to be construed as illustrative only and shall not be construed as limiting the generality of any preceding words. The headings in this Agreement are included for convenience only and are to be ignored in its construction. 3. Services
The Company shall provide such Services and / or Ancillary Services to the Customer as may be requested by the Customer from time to time, subject to any limitations and restrictions imposed in terms of the Licence or the Law and in accordance with and subject to the terms and conditions of this Agreement. Where the Company gives General Recommendations to the Customer, it shall use all reasonable endeavours to ensure that the General Recommendations are soundly based and accurate but the Customer acknowledges that the General Recommendations provided by the Company may be based upon information which is incomplete and unverified and that opinions about future price developments, which could be the source of General Recommendations, can never be considered as a guarantee of performance of any investment and that such opinions could change depending on evolving events and new information that may not have been available at the time of giving the General Recommendations. The Company shall not be held liable for any loss, action, proceedings, claims, damages, expenses, costs or other liabilities whatsoever which may be suffered or incurred by or made against the Customer as a result of relying on any General Recommendations, marketing communications or other information provided by the Company except to the extent that the same are caused by or arise as a result of the Company’s fraud, wilful default or negligence. The Company shall be under no duty to disclose to, or make use of, or for the benefit of, the Customer, any information that comes to the notice of the Company in the ordinary course of its business except information that comes to the express notice of the Company in the course of it supplying the Services to the Customer. Information will only be disclosed, or used to the extent that it does not entail a breach of duty of confidentiality, which may be owed by the Company to any other person. The Company shall not be obliged to disclose to the Customer the basis for any General Recommendation given by the Company. It is hereby acknowledged and agreed by the Parties that any General Recommendations given by the Company shall not relate, or be deemed by the Customer to relate, and may not be relied upon by the Customer as advice relating, to any Taxes or requirements referred to in Clause 5.5 or the provisions of the laws of any relevant jurisdiction relating to such taxes or requirements, and it shall be the responsibility of the Customer to seek and procure advice on any such matters from sources other than the Company. Where the Company is entrusted with holding and/or controlling the Customer’s Assets in accordance with Clause 3.1, the Company shall have no duty or responsibility for the exercise of any voting, subscription, conversion or other rights in respect of any Instrument except where the Company has received timely written instructions from the Customer and such indemnity and provision for expenses as the Company may require, in which case the Company will make all reasonable efforts to carry out such instructions at the Customer’s expense. The Company shall not be liable for any loss or damage suffered by the Customer if the Company does not receive the Customer’s instructions in a timely manner or where the Company acts in accordance with the Customer’s instructions. For all intents and purposes, the Customer shall be treated as a Professional Client. Professional Clients receive a lower level of protection under the Law than Retail Clients; the level of protection is lower in particular with regard to client disclosure requirements and client reporting requirements to which the Company is subject. Furthermore, the Company is entitled to assume that a Professional Client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular Services or transactions, or types of transactions or Instruments, for which the client is classified as a Professional Client. The Customer will not be entitled to claim for compensation from the Investor Compensation Fund in terms of the Investor Compensation Scheme Regulations (Legal Notice 368 of 2003, as amended), if it does not qualify as an “investor” as defined in the said Regulations. The Customer shall keep the Company informed about any change which could affect its categorisation as Professional Client. If the Company becomes aware that the Customer no longer fulfils the conditions which make the Customer eligible to be treated as a Professional Client, then the Company may take such action as it may deem appropriate or as required by Law, including the immediate termination of this Agreement. As a Professional Client, the Customer has the right to request the Company to treat it as a Retail Client whether with respect of the Services generally or one or more particular Services or transactions, or one or more types of Instruments, or transactions, and the Company may, at its discretion, agree to provide a higher degree of protection. The request to be categorised as a Retail Client has to be made to the Company in writing explaining how the Customer’s circumstances merit such different categorisation. The Company will consider such request by the Customer to be treated as a Professional Client in accordance with the Company’s internal client classification policy and procedures. Further information on this matter will be provided to the Customer upon request. If the Company accepts the Customer’s request to be treated as a Retail Client, then the higher level of protection requested by the Customer will be provided on the basis of a written agreement to this effect between the Company and the Customer which agreement will also specify wether it applies to one or more particular Services or transactions, or one or more types of Instruments, or transactions. The Customer shall provide the Company with any information and documentation as may be required by Law or which the Company requires in order to meet the Company’s legal and regulatory obligations or Licence conditions. Where the Services are provided to the Customer under this Agreement, it shall be assumed that the Customer, as a Professional Client, has the necessary experience and knowledge in order to understand the risks involved in relation to those particular Services or transactions or types of transaction or Instruments, for which the Customer is classified as a Professional Client. The Company shall therefore be under no obligation to warn the Customer where such Services transactions or Instruments may not be appropriate for the Customer. The Company may, when providing the Services or at the Customer’s request, refer or introduce the Customer to third parties with a view to the conclusion of agreements between the Customer and the said third party for the purchase and/or sale and/or other transactions in relation to one or more financial instruments or for the provision of investment services and / or ancillary services (hereinafter referred to as the “Introducer Services”), subject to any limitations and restrictions imposed in terms of the Licence or the Law and in accordance with and subject to the terms and conditions of this Agreement. In relation to the Introducer Services, the Company may carry out for the Customer (and possibly for other parties or potential parties to the relevant agreements) work which is preparatory to the conclusion of the relevant agreements and, where appropriate, assist in the administration and performance of such agreements. The Company will not enter into arrangements for securities financing transactions in respect of Instruments which it holds on behalf of the Customer or otherwise use such Instruments for its own account or the account of another client of the Company, and will not enter into arrangements for securities financing transactions in respect of Instruments which are held on behalf of the Customer in a nominee account maintained by a third party or other use of such Instruments for own account or for the account of another client unless otherwise agreed with the Customer. Charges and Fees

4.1.1 It is hereby acknowledged by the Customer that, where and to the extent permitted by the Law and subject to any applicable
requirements laid down therein, the Company, in connection with the provision of the Services and / or Ancillary Services and / or Intoducer Services, may be entitled to fees, commissions, and/or non-monetary benefits receivable from third parties designed to enhance the quality of the relevant Service(s) to the Company’s clients (hereinafter referred to as ‘Inducements’). The Company is in particular be entitled to Inducements in the form of commissions due on subscriptions for Instruments and/or other ongoing commissions calculated as a percentage of the value invested by the Customer. It is furthermore acknowledged by the Customer that the nature and amount of the Inducements and the commission rate may vary depending on the parties to the relevant agreement and the nature of the agreement in question. 4.1.2 Summary information on the Inducements which the Company may be entitled to receive or pay as at the date of this Agreement is provided in Clause 4.1.3 below, and if the Company becomes entitled to receive or pay any new Inducements or if changes to existing Inducements mentioned in Clause 4.1.3 below occur after the date of this Agreement, the Company will provide the Customer with summary information on such Inducements prior to the provision of the relevant Services, Ancillary Services or Introducer Services. The Company will provide the Customer, upon request, with further details on the existence, nature and amount, or where the amount cannot be ascertained, the method of calculation of the amount, of the relevant Inducements. 4.1.3 By way of summary information, the Inducements referred to in clause 4.1.1 above, which the Company may be entitled to receive from or pay to third parties as at the date of this Agreement, are the following: One-off fees between 0.5% and 2.0% due upon subscription in respect of Structured Products for which clients do not pay a separate
advance subscription fee
Annual Fees between 0.25% per annum and 0.75% per annum of the net asset value of units in collective investment schemes. These
fees are equivalent to about 35% of the management fees which the managers charge to the collective investment schemes, with the
lower end applicable to money market funds and the higher end applicable to equity funds.
Annual Fees, for other Instruments, consisting in retrocession payments from custodians related to total value of assets held in their
custody (up to a maximum of 0.5% of the net asset value of assets under custody) and payments for the net annual increase in assets
under custody (up to a maximum 0.5% of such net annual increase).

4.2
Furthermore and without prejudice to the Company’s entitlement to Inducements referred to in Clause 4.1, the Company shall be entitled to charge the Customer fees as per attached Fee Schedule and any other fees in connection with any or all of the Services and Ancillary Services, whether on an annual basis, on a time-spent basis or otherwise, provided that the amount, frequency and method of payment thereof and, where applicable, the basis of calculation thereof shall be agreed to between the Parties in advance of the provision of the relative Services and / or Ancillary Services. The Customer hereby acknowledges and agrees that the Company shall be entitled to increase the said fees from time to time subject to the Company giving the Customer one month’s notice of its intention to increase the said fees. The fees which become payable by the Customer to the Company in terms of this Clause 4.2 shall not be abated and shall be in addition to any Inducements receivable by the Company in terms of Clause 4.1. The Customer shall reimburse the Company for all fees, costs, charges and other expenses (including but not limited to custody costs, settlement and exchange fees, regulatory levies or legal fees, fees related to the placement of Customer’s Money with a qualifying money market fund, if any) incurred, which enable or are necessary for the provision of the Services and/or Ancillary Services. The Customer shall pay the fees and/or reimbursements due to the Company in terms of Clauses 4.2 and/or 4.3 promptly upon request. The Company is hereby authorised by the Customer to deduct any fees and/or reimbursements payable and due to it in terms of Clauses 4.2 and/or 4.3 from the Customer’s Assets and Customer’s Money. The Company shall have a right of retention over the Customer’s Assets and Customer’s Money, to the extent of any lawfully due but unpaid fees and expenses, until such fees and expenses are paid. The Customer agrees to settle, in Cleared Funds and/or by the immediate delivery of Instruments (as the case may be), any trade made by the Company on behalf of the Customer, by such date as the Company may, at its absolute discretion, determine and notify to the Customer as the date for settlement by the Customer (the “Settlement Date”). The Customer further agrees to pay all applicable transactions fees, costs and expenses by Settlement Date. Furthermore, the Customer acknowledges that whenever a transaction is effected by the Company on behalf of the Customer, settlement by the counter-party/ies to the transaction shall be at the risk of the Customer and the Company’s obligation to deliver monies or Instruments to the credit of the Customer shall be conditional upon receipt by the Company of such monies or Instruments from the counterparty/ies. In the event of late payment under the provisions of this Clause 4, the Customer agrees to pay interest on any amount owing by the Customer to the Company, in consideration of mere delay of payment, at the maximum rate allowed by law from time to time (or if no maximum rate is established, the statutory rate), and the Customer waives any right of abatement of such interest. The Customer further agrees to reimburse the Company for all costs of collection of payments owed to the Company under the provisions of this Clause 4 including legal fees and third party collection fees or charges. 5. Applicable
Regulation
It is hereby acknowledged by the Parties that in terms of the Licence, the Company is authorised to provide (inter alia) the Services and to hold and control clients’ money and clients’ assets, but not to operate a multilateral trading facility or underwrite or place instruments on a firm commitment basis. The Company undertakes that the Customer’s Money and Customer’s Assets shall at all times be separated from the Company’s money and assets. The Company shall maintain records and accounts of the Customer’s Money and Customer’s Assets under the Company’s control, as necessary to enable the Company to distinguish Customer’s Money and Customer’s Assets from other clients’ and the Company’s money and assets. The Customer shall notify the Company where any pledge or other right over Customer’s Money or Customer’s Assets held under the control of the Company has been given by the Customer to any third parties, and where any order by any Court has been made in connection with the Customer’s Money or Customer’s Assets. The Customer acknowledges and agrees that the Company may place and keep the Customer’s Money and Customer’s Assets in a common pool of identical assets or otherwise deposit them in a clients’ or common account. The Company may make use (directly or indirectly, through an intermediary) of any market clearing system, settlement system, dematerialised book entry system, centralised custodial depository or similar system (a “depository” ) for the purpose of the holding or control of Customer’s Assets. The Company may entrust or deposit all or part of a Customer’s Money and Customer’s Assets held or controlled by the Company with a third party, and the Customer’s Money and Customer’s Assets may be held in a nominee account by the third party. Third parties to or with whom Customer’s Money and/ or Customer’s Assets are entrusted or deposited shall be licensed credit institutions in Malta or UBS AG or such other third party as may be notified to the Customer from time to time. Provided that the Company may also, at its discretion, place any Customer’s Money (received as income from or on maturity of any investment or otherwise) with a qualifying money market fund (as defined in the Investment Services Rules for Investment Services Providers issued by the MFSA) at the Customer’s expense, unless and until otherwise instructed by the Customer. The Customer shall have the right to oppose the placement of Customer’s Money in a qualifying money market fund by giving notice in writing to the Company. The statements on risks associated with investments made in Clause 9, apply also to the placement of Customer’s Money with any qualifying money market fund. Without prejudice to the Company’s liability for its own acts and omissions as provided in Clause 10.1, the Company shall not be liable for any loss or prejudice suffered by the Customer as a result of the acts or omissions of any third party to or with whom Customer’s Money and/or Customer’s Assets are entrusted or deposited (including any qualifying money market fund) as aforesaid (referred to in this clause as a “Third Party”) where such Third Party was qualified and competent to carry out the functions and duties delegated and the Company exercised reasonable care to oversee that the functions and duties delegated were undertaken by the Third Party competently. Provided that where the Company delegates or entrusts functions, duties or Customer’s Money and Customer’s Assets to any Third Party in accordance with specific written instructions from the Customer, the Company shall not be liable for any loss or prejudice suffered by that Customer as a result of the acts or omissions of the person to whom functions, duties, money or assets are delegated or entrusted as requested by the Customer. The Company shall not be liable for any loss or prejudice suffered by the Customer as a result of the acts or omissions of any depository or the use of such depository. In case of insolvency of a depository or Third Party to or with whom all or part of a Customer’s Money and Customer’s Assets are
entrusted, deposited or held as aforesaid, the Company shall not be liable for any loss or prejudice suffered by the Customer as a result
thereof.
Where the Customer’s Money and/or Customer’s Assets are held in a nominee account by a Third Party, the legal ownership
thereof will be vested in the Third Party, while the beneficial ownership will reside with the Customer. This may entail risk of
loss or prejudice for the Customer in the event of a default by the Third Party or the exercise of rights attached to Instruments
held by the Third Party.
Where accounts containing Customer’s Money and/or Customer’s Assets are subject to the law of Switzerland (or the law of any other
foreign jurisdiction outside the EU/EEA), the Customer’s rights relating the Customer’s Money and Customer’s Assets may differ from
the Customer’s rights under the law of Malta and other EU/EEA member states.
The Company has the right to set off as stipulated in Clause 4.4, and the Third Parties and depositories used by the Company may
have a right of retention, security interest or lien over, or right of set-off in relation to the Customer’s Money and Customer’s Assets
deposited or entrusted with such Third Parties and depositories.
It is hereby acknowledged by the Parties that the Company participates in and contributes to Investor Compensation Scheme established under the Investor Compensation Scheme Regulations (Legal Notice 368 of 2003, as amended). Subject to the provisions of the Investor Compensation Scheme Regulations, the Investor Compensation Scheme provides for the payment of compensation, up to a certain limit, in respect of claims arising out of a licence holder’s inability to: (a) repay money owed to or belonging to investors and held on their behalf in connection with licensed business; or (b) return to investors any instruments belonging to them and held, administered or managed on their behalf in connection with licensed business or, where this is not possible, their monetary equivalent or value. The process leading to a possible claim for compensation payable by the Investor Compensation Scheme is triggered by a determination which the MFSA will make to the Investor Compensation Scheme in accordance with the terms stipulated in the Investor Compensation Scheme Regulations. Insofar as the Customer qualifies as an “investor” as defined in the Investor Compensation Scheme Regulations (this may not be the case for certain Professional Clients), the Customer (if eligible) may make a claim against the Investor Compensation Scheme in terms and subject to the conditions of the said Regulations, in respect of all his investments, taken in aggregate, with the Company. Further information on the Investor Compensation Scheme is made available on URL: or will be provided by the Company upon the Customer’s request. It is hereby acknowledged by the Parties that the transaction(s) entered into between them (and the holding or control of the Customer’s Money and/or Customer’s Assets by the Company consequent thereon) does not constitute a loan and that the Customer’s Money and Customer’s Assets have not been given on the sole condition of being returned as much of the same kind and quality. It is hereby understood and agreed by the Parties that the Customer shall be responsible to pay any and all income and other Taxes whatsoever due under the laws of any relevant jurisdiction arising out of or in connection with the Customer’s investment transactions and Customer’s Assets and Customer’s Money in terms of this Agreement and to file all necessary tax returns with the appropriate tax authorities and to comply with all other requirements of the said laws in connection with the said investment transactions and Customer’s Assets and Customer’s Money. For the avoidance of doubt, the Company shall be entitled to make and shall make such deductions and withholdings from such investment transactions, Customer’s Assets and Customer’s Money or income derived therefrom as it may from time to time be required to do in terms of the laws of any relevant jurisdiction. The Customer shall at all times indemnify and hold harmless the Company, its officers, employees and agents against and from any loss, action, proceedings, claims, damages, expenses, costs or other liabilities whatsoever which may be suffered or incurred by or made against the Company and/or any of its officers, employees and agents at any time (both before and after termination of this Agreement) in respect of any such Taxes (whether such liabilities relate to the payment of such taxes or to any penalties for non-payment or late payment thereof or otherwise) and/or such requirements as aforesaid. The provisions of this Clause 5.5 shall survive the termination of this Agreement for any reason whatsoever. Communication and Instructions by the Customer
6.1 Unless otherwise provided in this Agreement or as may be required by the Law, communications between the Company and the Customer, including (where relevant) those for the sending and reception of orders and instructions and/or directives by the Customer to the Company in respect of the Services to be provided, shall be effected as follows (tick where applicable): ‰ In writing ‰ Via telephone ‰ By fax ‰ Other electronic means The said orders, instructions and/or directives in respect of the Services shall be authorised by the person or persons listed hereunder and any such orders, instructions and / or directives shall be regarded as orders, instructions and / or directives of the Customer: (Delete and insert where appropriate). (Details and signature of the entitled person/s) However the Company shall be free and is entitled at its sole discretion to accept and act on orders, instructions and/or directives transmitted verbally, including via telephone, or by fax or other electronic means whatsoever when the origin of the orders, instructions and/or directives so received are believed by the Company to be coming from the Customer or from a person or persons whom the Company has been informed in writing by the Customer as having the authorisation to give the particular class of orders, instructions and/or directives in question on behalf of the Customer (hereinafter such person or persons referred to as “the Customer’s Agent/s”). The Customer undertakes to confirm in writing by mail, verbal orders, instructions and/or directives and to send by mail copies of all orders, instructions and/or directives communicated by fax or by any electronic means as soon as practicable after communication thereof to the Company: Provided that in any event, the Company may at its discretion act upon any orders, instructions and/or directives received verbally or by fax or other electronic means believed by it to be genuine and authentic and coming from the Customer or the Customer’s Agent/s before receiving written confirmation or copies thereof by mail as aforesaid, and the Company’s records relating to the said verbal, fax or electronically transmitted orders, instructions and/or directives shall be binding on the Customer and the Company shall be free of all responsibility in acting upon any such orders, instructions and/or directives believed by it to be genuine and authentic and coming from the Customer or the Customer’s Agent/s even if subsequent confirmation or copies from the Customer differ in any aspect from the said records; Provided further that the Company may at its discretion and without incurring any responsibility delay the transmission, placing or execution of any orders, instructions and/or directives received verbally, by fax or by any electronic means, until such time as it receives the written confirmation or copies by mail as mentioned above, in which case it shall inform the Customer, within a reasonable time, that it will delay the execution of orders, instructions and/or directives as aforesaid. The Company shall not be liable for any damages resulting from the use of telephone, fax or any other electronic or other means of communication for the transmission of communications, including orders, instructions and/or directives, particularly as a result of delays, errors, misunderstandings or duplication of forwarding, except in the event of fraud or gross negligence of the Company. The Company shall be entitled to rely upon orders, instructions and/or directives as provided in the foregoing provisions of this Clause 6 until the date that the Company sends to the Customer confirmation that it has received from the Customer a written notice of any revocation of the said orders, instructions and/or directives, provided that the Company shall send such confirmation to the Customer without delay upon receiving the said written notice from the Customer. 7. Contract
Documentation
The Company undertakes to send to the Customer reports on the Services provided to the Customer in accordance with this Clause 7 and as may be required by the Law. Such reports will include, where applicable, the costs associated with the transactions and Services undertaken on behalf of the Customer. Where the Company carries out an order for the Customer, the Company will promptly provide the Customer with the essential information concerning the execution of that order. In addition, the Company will supply the Customer with information about the status of his order, upon the Customer’s request. Where the Company holds Customer’s Money and Customer’s Assets, the Company shall send a statement of the Customer’s Money and Customer’s Assets to the Customer once a year, unless such statement has been provided in any other periodic statement. The Customer agrees to promptly examine all information, statements, reports and valuations received from the Company in terms of Clauses 7.2 to 7.3 and each entry and balance recorded therein and to notify the Company of any errors, omissions or objections to any entries and balances in such statements or valuations, within thirty days from receipt of each statement, report or valuation, failing which the Company shall be entitled to treat such information, statements, reports and valuations and any entries and balances therein as final and conclusive and binding on the Customer. The Customer has the right to inspect copies of contract notes, statements, vouchers, records or documents held by the Company and copies of entries on books or electronic recording media of the Company relating to the Customer’s transactions. The Company undertakes to maintain such notes, statements, vouchers, records (whether in writing or stored electronically or otherwise), documents and books for at least a period of ten years from the date of the transaction to which they refer. Termination of the Agreement
This Agreement is not entered into for any specified period of time but can be terminated by either Party by notice in writing, delivered or mailed to the other Party hereto not less than thirty (30) days prior to the date on which such termination shall have effect: provided that the Company retains the right at all times to immediately terminate this Agreement by notice in writing delivered or mailed to the Customer if, in its opinion, it is required to do so in virtue of the provisions of the Law or if it deems that it cannot continue to provide the Services without harm to itself, the Customer or other clients. Termination of this Agreement shall in no way imply the discharge by either Party of the other from any obligations arising prior to termination, including the obligation of the Customer to pay and/or reimburse to the Company any consideration which may have become due to the Company and/or any disbursements which may have been incurred by the Company on behalf of the Customer at any time prior to termination in terms of Clause 4. Risk Associated with Investments
The Customer recognises that the past performance of investments is not necessarily a guide to future performance and that the value of investments and the currency in which they are denominated can go down as well as up. The Customer further recognises that he may not recover the original amount invested. Furthermore the Customer recognises that General Recommendations given by the Company through this Agreement do not constitute any guarantee of future performance and that General Recommendations necessarily make certain assumptions about future events which may prove to be incorrect by future developments. 10. Liability
Indemnity

10.1 Without prejudice to the provisions of Clause 3.2, the Company will not be liable for any loss, damage, action, proceedings, claims,
expenses, costs or other liabilities whatsoever which may be suffered or incurred by or made against the Customer or the Customer’s Agents, arising in connection with the Services, Ancillary Services and/or Introducer Services, except and to the extent that the same arise from fraud, wilful default, negligence or unjustifiable failure to perform all or part of its obligations under this Agreement, the Licence or the Law, on the part of the Company. 10.2 Without prejudice to the provisions of Clauses 5.2 and 10.1, the Company will not be liable for any loss, damage, action, proceedings, claims, expenses, costs or other liabilities whatsoever which may be suffered or incurred by or made against the Customer or the Customer’s Agents, arising from any acts or omissions or the insolvency of any third party (including a counterparty, depository or any other entity which holds the Customer’s Assets or Customer’s Money or with or through whom transactions are conducted in connection with the provison of the Services, Ancillary Services and/or Introducer Services). 10.3 Without prejudice to the provisions of Clause 5.5, the Customer agrees to fully and effectively indemnify and hold harmless the Company, its officers, employees and agents from and against any loss, action, proceedings, claims, damages, expenses, costs or other liabilities whatsoever incurred or suffered by or made against the Company and/or any of its officers, employees and agents at any time (both before and after termination of this Agreement) arising, directly or indirectly, out of the holding of any Customer’s Money and Customer’s Assets by or on behalf of the Company and/or in connection with the provision of the Services, Ancillary Services and / or Introducer Services including as a result of the Company acting upon the orders, instructions and/or directives of the Customer or the Customer’s Agent/s or orders, instructions and/or directives believed by the Company to be coming from the Customer or the Customer’s Agent/s as provided in Clause 6, save where these arise as a result of fraud, wilful default, negligence or unjustifiable failure to perform all or part of its obligations under this Agreement, the Licence or the Law, on the part of the Company. 10.4 The Company will not be responsible for the loss of or damage to any property of the other party or for any failure to fulfil its duties hereunder if such loss, damage or failure shall be caused, directly or indirectly, by force majeure such as the act of any Government or other competent authority, civil commotion, rebellion, storm, tempest, fire, or other cause whether similar or not outside the reasonable control of the Company and which makes it practically impossible for the Company to comply with its obligations under this Agreement provided that the Company will use all reasonable efforts to minimize the effect of the same. 10.5 The provisions of this Clause 10 (including Clauses 3.2 and 5.2) shall survive the termination of this Agreement for any reason Representation and Warranties

11.1 The Customer represents and warrants in favour of the Company that:
i The information provided by the Customer to the Company pursuant to this Agreement, including details of the Customer’s identity, e- mail address, telephone and fax numbers, (if any), any information required for client classification and profile purposes by the Law or the Company’s internal policies and procedures, and any transaction related information, whether given verbally, in writing, in electronic form or by any other means, is or will be true and accurate in all respects and the Customer agrees to advise the Company in writing of any changes in such information. ii Any Customer’s Money or Customer’s Assets and any ensuing additions thereof have not originated and will not originate from activities or transactions that are a criminal offence in Malta or which if carried out in Malta would constitute such an offence, nor comprise property the receipt, ownership or control of which would be such an offence; iii The Customer is the ultimate and effective beneficial owner of any Customer’s Money or Customer’s Assets held by the Company on the Customer’s behalf and the Customer is not acting as nominee for any other person, and in case the Customer is a body corporate, the ultimate and effective beneficial owners of the Customer are as already advised to the Company (and in such case the Customer hereby undertakes to advise the Company forthwith of any change in the shareholding structure or of the ultimate beneficial ownership of the Customer); iv Save as may be disclosed in writing by the Customer to the Company: The Customer has never been (and in case the Customer is a body corporate none of its shareholders, directors or other officers have ever been) convicted of any offence other than minor traffic offences; Nor has the Customer ever been and is not currently (and in case the Customer is a body corporate none of its shareholders, directors or officers have ever been and are not currently) undergoing any criminal investigation or prosecution or any other investigation by any governmental, professional or other regulatory or statutory body: Nor has the Customer ever been (and in case the Customer is a body corporate none of its shareholders, directors or other officers have ever been) adjudged bankrupt; Nor has the Customer ever been and/or is not currently a shareholder, manager, director or another officer of a business entity which has been the subject of any criminal investigation or prosecution or any other investigation by any governmental, professional or other regulatory or statutory body, or which has been adjudged bankrupt, compulsorily wound up or has made any compromise or arrangement with its creditors; Nor has the Customer ever been and is not currently a person entrusted with a prominent public function (excluding middle ranking or more junior officials) or an immediate family member or close associate of such person entrusted with a prominent public function (that is, a “politically exposed person” as defined in terms of Maltese law on the prevention of money laundering and funding of terrorism); provided that a person entrusted with a prominent public function, includes any of the following functions or positions on a national, international, or European level: a. Head of State, Head of Government, Minister or Deputy or Assistant Minister or Parliamentary Secretary; c. Member of the Courts or other high-level judicial body whose decisions are not subject to further appeal, except in d. Member of a Court of Auditors, Audit Committee or of the board of a Central Bank; e. Ambassador, charge d’affaires or other high ranking officer in the armed forces; f. Member of the administrative, management or board of a state-owned entity. 12. Data Protection and Confidentiality

12.1 To the extent that the Company processes any information relating to the Customer (or persons related to the Customer) that
constitutes personal data for the purposes of the Data Protection Act (Chapter 440 of the Laws of Malta) the Company undertakes to process such data only in accordance with the provisions of the said Act and any regulations made thereunder, in the manner and for the purposes indicated in this Clause and in any data protection notice that the Company may issue and notify to the Customer from time to time. 12.2 The Company shall process such personal data as may be necessary for the provision and management of the Services, Ancillary Services and / or Introducer Services (as the case may be) to the Customer in accordance with this Agreement and as the Company may be obliged or authorised to do by or under any law. The Company may in particular be required to record telephone conversations and/or electronic communications involving client orders and to keep records of all services and transactions undertaken by it so as to enable MFSA to monitor compliance with the requirements under the Law. 12.3 The Company may further process such personal data in order to provide the Customer, from time to time, with information about the Company’s products and services by ordinary mail, e-mail, telephone or any other means. The Customer however acknowledges that he/she has a right to inform the Company in writing should he/she object to receiving such direct marketing material, in which event the Company shall comply with the Customer’s wishes. 12.4 The Company may further process personal data relating to the Customer in order to provide the Customer, from time to time, with information about the products and services of Allcare Insurance Agency Limited, Allcare Insurance Brokers Limited, and other group companies and affiliates of the Company by ordinary mail, e-mail, telephone or any other means. The Customer however acknowledges that he/she has a right to inform the Company in writing should he/she object to receiving such direct marketing material, in which event the Company shall comply with the Customer’s wishes. 12.5 The Customer acknowledges that he/she has a right to request access to and/or correction of personal data that the Company processes about him/her. Any such requests must be made to the Company by the Customer himself/herself as the data subject. 12.6 To the fullest extent allowed by or under any law, nothing contained in this Clause shall in any way be construed as limiting the scope of 12.7 The Customer hereby consents to the Company processing personal data relating to him in accordance with the provisions of this Without prejudice to the generality of the foregoing, the Customer hereby authorises the Company to use any information held by the Company in relation to the Customer for any purpose related to provision of Services, Ancillary Services and/or Introducer Services under this Agreement, including, but not limited to verifying the Customer’s identity, and ensuring compliance with the provisions of any legislation that may be in force from time to time relating to the prevention of money laundering and terrorism funding.The Customer further authorises the Company to communicate any such information to any public or governmental authority and/or to disclose any information before any court or adjudicating body of competent jurisdiction where such disclosure is compelled by law or authorised/ordered by a public or governmental authority, court or adjudicating body of competent jurisdiction. 12.8 The Parties will at all times keep confidential information acquired in consequence of this Agreement, except for information which they are bound to disclose under compulsion of law or by request of a public or governmental authority or agency (including the MFSA) or to their professional advisers. 13. Conflict of Interest
13.1 The Company (including its directors, officers, managers, employees and any person directly linked to it by control) may be subject to various conflicts of interests between the Company and the Customer (or between the Customer and other clients of the Company) arising in the course of providing the Services, Ancillary Services and/or Introducer Services. Such conflicts of interest may arise in particular out of its relationship with the service providers or other third parties it uses in the provision of the Services, Ancillary Services and Introducer Services (or any of them) or their group companies and affiliates, and their officers and shareholders or other parties connected to them; the fact that certain directors, officers, managers or employees of the Company may be directors, officers, managers or employees and / or shareholders of other companies; arrangements regarding Inducements with third parties; and the fact that the Company may enter into transactions directly with the Customer when Dealing on Own Account. The Company undertakes to take all reasonable steps designed to prevent conflicts of interest from adversely affecting the interests of the Customer, in accordance with its conflicts of interest policy. If the Company faces a conflict or interest with the Customer, it will have regard to its obligations prescribed by the Law and under this Agreement, and will in particular ensure that all reasonable steps designed to prevent conflicts of interests from adversely affecting the Customer’s interests are taken. Where the organisational or administrative arrangements made by the Company to manage conflicts of interests are not sufficient to ensure, with reasonable confidence, that risks of damage to the Customer’s interests will be prevented, the Company will clearly disclose the nature and/or sources of conflicts of interest to the Customer before undertaking business on the Customer’s behalf. 13.2 Without prejudice to Clause 13.1, the Company does NOT make any representation that it is an independent investment advisor. On the contrary the Company declares that it has a special relations with UBS AG (a licensed bank based in Switzerland and operating world-wide) [and its group companies] (hereinafter referred to as ‘UBS’) to promote investment products branded by UBS and to have access to the investment research facilities provided by UBS. 13.5 To the extent allowed by and subject to the conditions set out in this Clause and the Law, the Company shall be entitled to provide the Services, Ancillary Services and/or Introducer Services to the Customer notwithstanding any conflict of interests. Furthermore, nothing stated in this Clause 13 is meant to limit the Company’s right to provide Services and Ancillary Services in relation to Instruments and investment products that are not provided or branded by UBS. Best Execution Policy
14.1 The Company undertakes to take all reasonable steps to obtain, when carrying out orders on behalf of its clients, the best possible result for its clients taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order; provided that whenever there is a specific instruction from the Customer, the Company will carry out the order following the specific instruction. The Customer is hereby informed and acknowledges that any specific instructions from the Customer may prevent the
Company from taking the steps that it has designed and implemented to obtain the best possible result for the execution of
those orders in respect of the elements covered by those instructions.

14.2 With respect to the execution of orders (where the Company provides the Service Execution of Orders or Dealing on own Account) and
the placing of orders with third parties for execution (where the Company provides the Reception and Transmission of Orders service), the Company has established an (execution) policy (hereinafter referred to as the “Execution Policy”); information on the Execution Policy is provided in Clauses 14.3 to 14.9 below. The Execution Policy provides for the possibility that client orders may be executed outside a regulated market or Multilateral Trading Facility (“MTF”) (as defined in the Investment Services Rules for Investment Services Providers issued by the MFSA). The Customer hereby consents to the Execution Policy, including the possibility that client orders may be executed outside a regulated market or MTF. The Company will review the Execution Policy from time to time and will provide the Customer with appropriate information on material changes thereto in due course. 14.3 In meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the carrying out of clients’ orders, the Company places significant reliance on the execution venue provided by UBS. It is the Company’s policy to execute or transmit and place clients’ orders for execution principally with UBS as it is the Company’s understanding that the trading platform provided by UBS is economical and convenient and gives access to very wide selection of investment products without involving the Company in overhead costs that will have to be recouped from clients. For transactions in Instruments in which the Company may Deal on Own Account, clients’ orders may be carried out against the Company’s own proprietary positions, provided that in carrying out such orders the Company considers that it can obtain the best possible result for its clients in terms of Clause 14.1, compared to UBS or other execution venues that may be considered by the Company. 14.4 The Company shall ensure that clients’orders are excecuted, transmitted or placed with expediency once the clients provide the Company with Cleared Funds at the point of execution with UBS in Switzerland or Luxembourg, or otherwise. 14.5 In case of collective investment schemes that are not exchange traded funds, it is to be noted that order for execution transmitted or placed in the UBS system before 2.30pm CET on working days will be executed at the close of business in respect of European and US securites and on a next business day basis in case of collective investment schemes with Asian securities. 14.6 In case of exchange traded securities and in case of Instruments or investment products whose market value is quoted regularly by UBS (e.g. certain Structured Products), clients’ orders will be input into the order platform system with expediency after Cleared Funds are made available by the Customer to the Company at the point of execution with UBS in Zurich or Luxembourg. Such orders will include all parameters indicated by the Customer (e.g maximum or minimum price, stop loss order limit, all or nothing etc.) and will be given a validity of one week. The order will be automatically executed once all parameters can be met by market conditions within the validity period. If this is not possible to execute accordingly within the validity period, then the Customer has to reconfirm the order before it is refreshed. 14.7 Clients orders will be queued in UBS platform order system in the order of receipt of Cleared Funds at the execution point. 14.8 In case of bulk orders for several clients the charges shall be fairly spread among clients. 14.9 Within the Execution Policy the Company will take all reasonable steps to obtain the best possible execution terms for its clients. Best execution shall exclude any expectation that the Company is to time orders to prospect a better price and the Company’s policy is to place orders on the system as soon as Cleared Funds are available at the point of execution and no consideration will be given to intra-day movements, real or prospected. 14.9 Where the Company carries out an order for the Customer or a transaction for the Company’s own account, it may, at its discretion, aggregate the Customer’s orders with one or more other client orders and/or a transaction for the Company’s own account, subject to the conditions and restrictions imposed by the Licence and the Law. Where the Customer’s order is so aggregated, the effect of the aggregation may work to the Customer’s disadvantage in relation to a particular order. 15. Miscellaneous
15.1 The terms and conditions of this Agreement may be amended from time to time at the Company’s sole discretion. Notification of any amendments to this Agreement will be provided to the Customer at least thirty (30) days prior to the proposed change. Such changes may include but are not limited to the Services, and Fees and Charges. If the Customer does not accept the proposed changes within thirty (30) days of having been notified thereof, the Customer must inform the Company in writing that he/she intends to terminate this Agreement in accordance with Clause 8. In the event that the Customer terminates the Agreement under this Clause, he/she will not be subject to any penalty. Failure on the Customer’s part to notify the Company in writing of his/her intention to terminate the Agreement as contemplated in this Clause will constitute the Customer’s irrevocable acceptance of any such changes. 15.2 A waiver of any right or remedy by either Party to this Agreement in any particular instance shall be valid only in the instance for which it is given and shall not be construed as a waiver of any other right or remedy of such Party under this Agreement or at law. 15.3 All notices to be given in terms of this Agreement shall be in writing and may be served personally or by electronic mail, fax or registered post to either party at the respective addresses and fax numbers set forth below or at such other addresses and fax numbers as either party may notify to the other from time to time in accordance with this Clause 15. Notices shall be deemed to have been served seven (7) working days after having been posted, or if sent by electronic mail, fax or delivered personally shall be deemed to be served immediately on transmission or delivery. 15.4 All communications by the Customer with the Company, documents and other information received by the Customer from the Company and correspondence related to this Agreement shall be either in Maltese or in English. All communications and notices required to be sent to the Customer shall be sent at/on: All communications and notices required to be sent to the Company shall be sent at/on: 15.5 Where the Company is required to provide information in a durable medium to the Customer in accordance with this Agreement, the Company’s Licence or the Law, the Company may choose to give such information either on paper or by means of a website or, if the Customer specifically chooses, any other durable medium. The Customer hereby consents to the provision of information by means of a website (should the Company opt for this medium) and confirms that he has regular access to the internet by providing his e-mail address as indicated in this Clause. In the event that the Company chooses to provide information by means of a website only, the Company shall notify the Customer electronically of the address of the website, and the place on the website where the information may be accessed at the e-mail address provided by the Customer. 16. Complaints

16.1 The Company will take all reasonable steps to handle any complaints by the Customer fairly and efficiently, and the Company shall
keep records of each complaint and the measures taken for its resolution. The Customer may refer his/her complaint(s) to the MFSA if it is not satisfied with the manner in which his/her complaint(s) has/have been handled by the Company. 17. Governing
17.1 This Agreement is subject to the Laws of Malta and any dispute, which may arise therefrom, shall be subject to the jurisdiction of the Agreement Signature Page
Name of Customer(in Block Capitals):
Name of Second Account Holder(in Block Capitals)(if any):
Name of Third Account Holder(in Block Capitals)(if any):
Name of Fourth Account Holder(in Block Capitals)(if any):
Signed on behalf of Crystal Finance Investments Ltd. Crystal Finance Investments Ltd. is licensed to provide investment services in Malta by the Malta Financial Services Authority.

Source: http://crystal.com.mt/forms/TOB%20Professional%20Final%20Apr%202012.pdf