General Conditions

1. Terminology

Throughout these General Conditions, EQUUS Portfolio Management SA is referred to as EQUUS and, for the sake of legibility, the (masculine) singular is used when referring to the Client (even if more than one party has signed the Mandate Agreement).

2. Joint Accounts

In the case of joint accounts, all of the persons signing the Portfolio Management Agree-ment jointly grant the mandate to EQUUS and enjoy the same rights under the terms of the Agreement. This provision applies regardless of the death, incapacity to act or bankruptcy of one or more of the parties who originally granted the mandate to EQUUS. Notwithstanding the fore-going, if EQUUS receives instructions from one party which it considers to be (potentially) in con-tradiction with the instructions of another party, EQUUS may, at its discretion, either follow these instructions and/or inform the other party of the contradiction and/or take no action in respect of these instructions until it receives (from one or all of the parties) instructions with which it is satisfied. In the event that EQUUS has a claim against one party in connection with the business relationship, all parties that have signed the Agreement represent that they are jointly and sev-erally liable as debtors of this claim, regardless of which party has contracted such claim.

3. Death, Incapacity or Bankruptcy

The EQUUS mandate and powers shall not expire upon the Client's death, legal incapacity or bankruptcy (Articles 35 and 405 CO). In such cases, however, EQUUS may, at its discretion, suspend or refuse to execute an investment order or instruction received and request written instructions (or in any other form that may be evidenced by way of text) from the Client's legal representatives or attorneys. EQUUS is entitled to provide information on the managed portfolio at the request of a duly authorised representative or attorneys.

4. Discretionary Mandates

EQUUS manages each portfolio on a discretionary basis in accordance with the specific in-vestment guidelines, risk profile and restrictions defined in the Mandate and signed by the Client. Furthermore, as each Client’s circumstances are different, the Client accepts that each portfolio will not necessarily contain the same financial instruments as other Clients’ portfolios (even if they have signed the Mandate in a seemingly similar way). As part of the investment strategy of all portfolios, EQUUS will endeavour to ensure appropriate risk diversification.

Under the Portfolio Management Agreement, EQUUS is not obliged to advise or seek the prior approval of the Client before making any investment decisions on their behalf.

EQUUS may, but is not required to, exercise any rights associated with the financial instru-ments held within the portfolio without informing the Client thereof. In particular, EQUUS is not required to inform the Client on or to exercise the procedural rights arising from such financial instruments (including, but not limited to, corporate actions, shareholder votes, collective legal actions or enforcement proceedings).

5. Risk disclosure and disclaimer

The Client confirms having received and understood the brochure of the Swiss Bankers As-sociation “Risks Involved in Trading Financial Instruments”

The Client also acknowledges that EQUUS has informed him in full and in detail about the possible risks associated with the services provided and the investments made. The Client further confirms that he is familiar with and understands the type of investment instruments and the investment categories and that he understands and accepts the risks associated with the service.

Investing in stock, bond and currency markets inevitably involves an element of risk. The value of shares and other financial instruments can fluctuate greatly as a result of movements in the market. Any past performance is not a reliable indicator of future results and investors may not recover the full amount invested.

6. Legal compliance and absence of legal and tax advice

The Client acknowledges that EQUUS does not provide any legal or tax advice under this Agreement. It is the Client's responsibility to obtain information on his legal obligations and on the legal and tax implications of the assets under management and the investments in his port-folio. The Client shall be liable for compliance with the legal provisions (including tax laws) appli-cable to him in Switzerland and abroad and undertakes to comply with them at all times. It is the Client's responsibility to seek advice from a third party if necessary and to pay his taxes.

The Client confirms that he is aware of the fact that the trading of some financial instru-ments in the portfolio(s), regardless of EQUUS’ power, may give rise to reporting duties on the part of the Client in accordance with, in particular, the Federal Act on Financial Market Infrastruc-tures and Market Conduct in Securities and Derivatives Trading and, where applicable, other sim-ilar provisions of foreign legal systems and that the Client alone is responsible for complying with these rules and provisions. The Client acknowledges that EQUUS is not required to inform the Client, in general or in specific cases, of these thresholds, rules and provisions.

7. Duty of loyalty and conflicts of interest

EQUUS undertakes to act conscientiously in the best interests of the Client. EQUUS pro-vides diversified financial services to a wide range of clients and/or counterparties. This may lead to situations in which EQUUS, affiliates or related parties (e.g. a member of the board of direc-tors, a member of the executive committee, a representative of EQUUS, a related company or a person exercising direct or indirect control over EQUUS or one of the related companies) have a material interest in a transaction with the Client or on behalf of the Client or in which a conflict of interest may arise between the interests of the Client and those of other clients or counter-parties or those of the EQUUS. EQUUS shall take appropriate organizational measures to avoid conflicts of interest and to prevent the Client from being disadvantaged by such conflicts.

EQUUS is not entitled to use information that is not publicly available that could have a significant influence on the price or value of a financial instrument nor to purchase or sell a fi-nancial instrument on the basis of such confidential information.

8. Confidentiality and data protection

EQUUS, like other financial service businesses, is subject to Swiss laws on the protection of personal data. Where EQUUS deals with persons resident in the European Union, the General Data Protection Regulation is also relevant.

EQUUS is required to comply with professional secrecy in the context of its business rela-tionship with the Client and to treat as confidential all data, information and documents specific to the Client, received in the course of the business relationship with the Client. This obligation shall survive beyond the termination of this Agreement.

EQUUS undertakes to take appropriate technical and organisational precautions to protect the personal data entrusted to it. Where EQUUS delegates some obligations under the Agree-ment to third parties, EQUUS ensures that the data is used and processed only to the extent that EQUUS is authorised to do so itself. Personal data may be viewed by our Auditors and can be made available to our Regulators, if the appropriate requests are made. Disclosure of data is also permitted in order to protect the interests of EQUUS, in particular in order to assert our own legal rights in court.

Personal data is never sold for marketing purposes to third parties.

EQUUS maintains electronic records of data on its server in Geneva and on a back-up server in a secure location outside of its premises. Data is also maintained on paper files in its offices. All paper data are kept in locked cabinets overnight and the office is protected by an alarm sys-tem when not staffed overnight or at weekends.

The Client expressly authorises EQUUS to provide third parties with the data, information and documents necessary for the performance of its obligations under the Agreement.

The responsible Swiss government is The Federal Data Protection and Information Com-missioner (FDPIC) in Bern and more information on this subject can be found at their website: www.edoeb.admin.ch

9. Reporting and accountability

The Client will receive account valuations of performance reports directly from the custo-dian bank on a regular basis. This provides an objective calculation of the performance of indi-vidual portfolios.

10. Remuneration of EQUUS

10.1. Management Fees

EQUUS is entitled to receive management fees in accordance with those agreed on the Mandate. Value added tax (e.g. for Clients domiciled in Switzerland and the Principality of Liech-tenstein) will be charged separately to the Client. The fees will be calculated using individual month-end portfolio values but the fees shall only be payable at the end of each calendar quarter and shall be debited directly from the accounts managed by EQUUS.

10.2. Other Remuneration from Third Parties

EQUUS does systematically receive some remuneration by being retroceded a portion (up to a maximum of 50%) of the fees that are charged by the custodian of the assets. Notably, these include the bank’s brokerage, custodian and administration fees. EQUUS does not receive more than 2% of client’s total portfolio value in remuneration.

EQUUS does not manage any “in-house” products or receive any retrocessions from other “product promoters” (investment managers, issuers of structured products, private equity firms, etc.).

Some custodian banks may also pay to EQUUS an Annual Net New Business Fee (up to a maximum of 0,5% of net new assets booked).

11. Costs, fees and taxes levied by third parties

In addition to the above fees, the Client may incur other costs and fees charged by the custodian bank for the safekeeping, acquisition or disposal of financial instruments, as well as other fees and taxes levied by the regulated markets in which the transactions are carried out, including securities transfer stamp duty and other similar foreign taxes and duties. These costs, fees and taxes are not borne by EQUUS and will be passed on to the Client.

12. Client's duty to inform

The Client hereby undertakes to provide EQUUS with all information required by this Agree-ment in a complete and accurate manner. The Client undertakes to inform EQUUS of all circum-stances or changes that may affect the provisions of this Agreement (in particular name, private or corporate address, domicile, contact and correspondence details, nationality, wealth and in-come, professional, personal and family situation). It is the Client's responsibility to provide EQUUS with up-to-date information regarding the risk profile and to inform EQUUS in writing (or in any other form that may be proven by way of text) and without delay of any material change in such information that could have an impact on the assessment of the appropriateness of the provision of services under the Asset Management Agreement.

EQUUS may assume that the Client's information is accurate and is not required to verify the accuracy and completeness of the information provided by the Client. If EQUUS finds that the information contained in the risk profile no longer reflects the Client's current situation, he shall inform the Client thereof and supplement or renew the risk profile and, where applicable, agree on a new investment strategy with the Client. The risk profiles and investment strategies updated in this way are valid even if they are not countersigned by the Client.

13. Liability

The Client acknowledges that EQUUS is not responsible for the successful result of the asset management entrusted to him, but for its diligent execution. In particular, EQUUS bears no lia-bility for general market risks and fluctuations in the value of assets under management, e.g. due to fluctuations in market prices and currencies. EQUUS is not authorised to give any representa-tions or warranties with respect to the performance of the investment instruments. In addition EQUUS is not liable for incorrect or incomplete information contained in prospectuses, key infor-mation documents or other documents issued by third parties, nor for any resulting damages.

Subject to mandatory law, EQUUS will only be liable to the Client for direct damages caused by gross negligence or wilful misconduct.

14. Delegation to third parties and collaboration with the custodian bank

EQUUS may use the services of third parties, in and outside of Switzerland, for the provision of the services offered under this Agreement, in particular with regard to financial analysis, com-pliance matters (including in connection with the prevention of and fight against money launder-ing and the financing of terrorism), computer and data processing systems, and the storage of commercial documents.

EQUUS shall ensure that such persons have the capacity, knowledge and experience re-quired for their business activities and the required registrations. EQUUS is solely responsible for the careful selection, instruction and supervision of such third parties.

The Client authorises third parties to communicate independently with and issue instruc-tions to the custodian bank.

15. Communication and risk allocation in the event of transmission errors

Subject to any fault on the part of EQUUS, the Client shall bear any damage resulting from the transmission of orders, instructions or notifications by postal mail, fax, telephone, email and other means of transmission or transportation, e.g. as a result of losses, delays, misunderstand-ings, distortions or repetitions, or as a result of disturbances, overloads or interruptions, regard-less of the cause of error, in remote communication systems or means.

In certain circumstances, notably for transactions which could be deemed of an unusual nature or which are contrary to past experience, or for amounts that are significantly larger than normal, EQUUS (and/or the custodian bank) may seek to confirm the veracity of the instructions by means of “call back” and/or require the Client to provide the original version of the instruction before it is processed.

16. Ombudsman

At EQUUS, we consider the satisfaction of our clients to be paramount. Accordingly, in the event that we do not meet your expectations at any time, please let us know immediately. To-gether we endeavor to find a way to resolve the issue.

However, if you are not able to reach an amicable solution with EQUUS through this pro-cess, you can contact Ombud Finance Switzerland (OFS). This is the Ombudsman service respon-sible for complaints against EQUUS in Switzerland, and it is a neutral information and mediation agency.

Ombud Finance Switzerland (OFS)
Rue du Conseil Général 10
1205 Genève
Switzerland

Telephone: +41 22 808 04 51

E-Mail: contact@ombudfinance.ch
Website: ombudfinance.ch

17. Final provisions

17.1. Duration and Termination

This Agreement is entered into for an indefinite period. The Agreement may be terminated by either party at any time in writing or by any other means that may be proved by way of text (e.g. email).

Upon the termination of this Agreement, EQUUS’ power of attorney shall be revoked and the management of the assets under management in accordance with this Agreement shall be the sole responsibility of the Client.

17.2. Amendments to the Agreement

Amendments to this Agreement must be made in writing (or in such other form as may be proven by way of text) with the consent of both parties to the Agreement.

This Agreement and its integral parts supersede all prior oral or written agreements with the Client. Information, representations or promises of any kind not contained in this Agreement shall not be binding upon the parties.

18. Legal Relations and Place of Jurisdiction

All legal relationships between the Client and EQUUS are governed by Swiss substantive law, with the exclusion of conflict of laws rules. The Client expressly waives, to the extent per-mitted by mandatory law, the application of the law of his State of residence, which may be more favourable to him

The place of performance and of debt enforcement for Clients domiciled abroad, as well as the place of jurisdiction for any proceedings, shall be in Geneva, Switzerland. EQUUS also has the right to bring an action against the Client before the competent court of his domicile or before any other competent court or administrative authority having jurisdiction in Switzerland or abroad. Swiss substantive law shall also be applicable in such cases