These General Terms and Conditions are intended to govern all relations between Mizuho Trust & Banking (Luxembourg) S.A. (hereinafter the “Bank”) and its clients (“Clients”) for an unlimited period of time, without prejudice to separate agreements, to special rules applicable to certain categories of business and to general banking practice recognized as such in the Grand-Duchy of Luxembourg. Any terms and conditions not specifically agreed by any specific agreements will be governed by these General Terms and Conditions.

These General Terms and Conditions shall be signed by the Client when opening an account with the Bank.

1. GENERAL PROVISIONS

Opening of Accounts, Signatures, Proxies

1.1.         The Bank shall establish for the Client, once accepted by the Bank, "accounts" which can include securities accounts, current or term accounts, amongst others. When opening such accounts, in any freely convertible currency recognized as such in Luxembourg, they are subject to the exchange regulations of Luxembourg in force when the accounts are opened.

1.2.         A Client who is a physical person may be invited by the Bank to prove its legal identity.  Individuals undertake to immediately inform in writing the Bank of any change in relation to his/her legal capacity, domicile, and tax status or personal situation. The Client undertakes to provide this data to the Bank on first request.

1.3.         A Client who is an incorporated legal entity must submit to the Bank its act of incorporation and amendments to its articles of association or any publications relating to the representation powers and a copy of its registration with the companies registry. A Client who is an unincorporated legal entity must submit to the Bank documents equivalent in nature to those required for incorporated legal entities. The Client undertakes to inform in writing the Bank of any future change in the constitutive documents representation powers. Upon request, the Client will also provide the Bank with its Legal Entity Identifier (“LEI”) to enable the Bank to comply with its obligation of reporting to the competent authorities.

1.4          Proper operation of accounts requires Client documentation to be complete and up to date.

1.5          The Client undertakes to inform the Bank immediately if he is a US taxpayer ("US person") in accordance with US regulations and more generally which status he has according to the US regulation relating to “Foreign Account Tax Compliance Act” (“FATCA”) in force. Should he fail to do so, the Bank will be entitled to terminate the relationship without any further notice and/or to classify the Client’s account as “non-participating foreign financial institution” or “recalcitrant account” and/or to apply or have applied by its upstream withholding agent any withholding tax imposed by any applicable laws or regulations. The Bank cannot under any circumstances be held liable for any adverse consequences resulting from failure to make a declaration, from a false or erroneous declaration by the Client concerning his capacity or otherwise as a US person, from any delay in on the transmission of the information requested by the Bank in this regard, or from any amount withheld in error by its upstream withholding agent. Furthermore, the Client is informed that according to FATCA and the international governmental agreement model 1 signed between the Grand Duchy of Luxembourg and the United States of America on 28 March 2014, the Bank could be held to report some information regarding the Client and the assets hold and/or the income he has received from the Bank to the competent tax authorities.

1.6.         Under no circumstances may the Bank be held liable for any damaging consequences of the Client’s failure to provide information or provision of a false or incorrect statement.

1.7.         The Client guarantees the authenticity of any document transmitted by him/her/it or a representative. He/she/it releases the Bank from any liability as regards the authenticity, the accuracy and the validity or completeness of documents procured.

1.8.         Whenever the Bank shall consider it necessary, and in accordance with the Luxembourg laws and regulations relating to the fight against money laundering and terrorist financing, the Client may be required to provide further information notably about the final economic beneficiary of a business relationship, an account or a transaction. Should the Client fail to do so, the Bank will be entitled to terminate the relationship without any further notice

1.9.         The Client shall be required to deliver to the Bank a list of the persons authorised to sign on its behalf, together with their signatures, and to give written notice to the Bank of any change to be made to the list or to the signatures, irrespective of and without account being taken of entries and publications made in the relevant public journal. Until a written notice of change is delivered to the Bank, the signatures previously authorised shall continue to be fully valid vis-à-vis the Bank. The Bank shall not be liable for the fraudulent use by a third party of the signature of a Client, whether such a signature is authentic or falsified.

1.10.       Copies of the signatures of the statutory representatives, authorised agents or proxy holders who can bind the Bank and represent it are recorded on a list, which the Client may consult. Only documents bearing such signatures will bind the Bank.

1.11.       The Client may be represented in dealings with the Bank by one or several agents. Proxies must be in written form and must be deposited with the Bank.

They shall remain valid until the Bank has been informed by registered mail that one of the legal or stipulated causes of termination of the principal-agent relationship has occurred.

Client categorisation

1.12.       When providing investment or ancillary services to its Clients, the Bank shall classify such Clients into one of the following categories: retail clients, professional clients and eligible counterparties. The purpose of this exercise is to enable the Bank to provide its Clients with the appropriate level of investor protection required by law, as dictated by the situation and the particular needs of the Clients.

Retail clients are private individuals and legal entities that do not classify as professional clients. Retail clients are afforded the highest level of protection. This means that the Bank will provide each Client with the highest level of information in order to ensure that Client fully understands the services provided, the risks entailed thereby, etc.

A professional client is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. Only certain categories of legal entities can be considered as such. Because of their experience and knowledge of operating in financial markets, these Clients are afforded less protection than retail clients.

Eligible counterparties is a sub-category of professional clients, which is afforded the lowest level of  protection - examples of eligible counterparties are investment firms, credit institutions, insurance companies, UCITS and their management companies, pension funds and their management companies, other financial institutions authorised or regulated under Union law or under the national law of a Member State, national governments and their corresponding offices including public bodies that deal with public debt at national level, central banks and supranational organisations.

Eligible counterparties may request to be treated as a professional client, or professional clients as a retail client. However, a natural person may never be treated as an eligible counterparty. Clients who request to be placed in a category which is afforded a lower level of protection will lose the additional protection afforded by their original category. In such case, the relevant Client will be required to send a request to the Bank for its re-categorisation. At its discretion, the Bank may refuse such re-categorisation of the relevant Client. In case of such re-categorisation, the Client is aware that he will benefit from a lower degree of protection. Clear written warning of the protections and investor compensation rights they may lose will be given by the Bank.

Mail, Dispatch of Assets

1.13.       Unless agreed to the contrary, the Bank will send all documents by ordinary mail. Documents shall be deemed to have been dispatched to the Client if the Bank has in its possession a copy of such communication. Written communications by the Bank are deemed to have been duly delivered within the ordinary course of mail, if sent to the last address of which the Bank has received notice.

Mail that the Bank holds upon the instructions of its Client is deemed to have been delivered on the day following the date shown on the documents held. The Bank will destroy uncollected mail after a period of ten (10) years.

The Client shall assume responsibility for all financial loss, damage, harm, claim for legal responsibility that may result from the dispatch or holding of mail.

1.14.       Any dispatch of cash, stocks or other securities shall be at the risk and expense of the Client. The Bank will only insure such operations upon formal request by the Client and provided that the Client agrees to pay the charges for such insurance. The Client will specify the extent of coverage required.

Instructions

1.15.       The Bank is entitled not to carry out instructions that it has not received in writing and which are not duly signed.

Communications between the Bank and the Client will be in the English language. At the sole discretion of the Bank, communications between the Bank and the Client may be in other languages.

All instructions given by, telegram, fax, telephone, or by any other means shall be carried out by the Bank at the responsibility of the Client, which undertakes in advance to bear all the consequences of misunderstandings or errors that may result there from, even in cases where the instructions have been given by an unauthorised third party, except in case of a gross negligence of the Bank.

The Bank nevertheless reserves the right to postpone the execution of such instructions, to demand fuller information or written confirmation if it considers the instructions to be incomplete, ambiguous or lacking sufficient proof of authenticity.

The Bank is not obliged to verify the identity of the signatory of instructions received, nor to effect any other control, except check the signatures on documents received against the specimens deposited with it. The Client recognises the risks involved should the Bank receive and act on fraudulent instructions or instructions given by a person without lawful authority, or in the event of error in the transmission of instructions by telegram, fax, telephone, or by any other means. The Client hereby releases the Bank from any liability that it may incur there from, and accepts the full risk of the Bank acting on any unauthorised, fraudulent, forged, mistaken or incorrect instruction, except in case of a gross negligence of the Bank. Should the Bank be responsible for a delay in the execution of an instruction, it would be liable for damages only with respect to the interest of deferred payment calculated at the legal rate on the amount belatedly transferred.

If the Client sends the Bank a written communication to confirm or amend an instruction that is in the course of being executed without specifying that it is a confirmation or amendment, the Bank shall be entitled to regard this communication as a new instruction in addition to the first.

For operations in which the hand-written signature has been replaced by a personal and confidential means of electronic access, such as the typing of an identification number on a keyboard or the electronic communication of a password, the use of such means by the Client shall have the same binding force as the use of the hand-written signature notwithstanding the provisions of Article 1341 of the Civil Code.

The Bank is entitled to assume that the account number shown on a payment order, which it has received, is correct and corresponds to the account number of the beneficiary named on the order, without being obliged to verify it.

In the event of damage due to non-execution or imperfect execution of an instruction or order, the Bank shall be liable only for loss of interest, unless it has been alerted in a particular case to the risk of more extensive damage.

REPORTING

1.16.       Where applicable, the Bank sends the Client a notice confirming execution of his/her/its orders as soon as possible and no later than the first business day following execution or, where the confirmation is received by the Bank from a third party, no later than the first business day following receipt of the confirmation from the third party and promptly provides essential information concerning the execution of the order. In the case of orders relating to units or shares in a collective investment undertaking which are executed periodically, the notices may be sent once every six months.

The Bank will send a statement at least on a quarterly basis, to each client for whom they hold financial instruments or funds, unless such statement is provided to the Client in any other periodic statement agreed between the parties.

Proof of transactions

1.17.       The Client and the Bank expressly agree that, notwithstanding the provisions of Article 1341 of the Civil Code, the Bank shall, whenever useful or necessary, be entitled to prove its allegations by any means legally admissible in commercial matters such as witnesses or affidavits.

Irrespective of the commercial or civil nature of the transaction, the Bank and the Client expressly agree that the entries made in the books of the Bank are expressly considered to constitute reliable evidence of the transactions and proof of any verbal or telephone instructions from the Client may be administered by testimony of witnesses (including testimony of the Bank’s employees), or any other suitable means, including the recording on magnetic tape or any other recording medium. Scanned documents, micrographic reproductions and computer records realised by the Bank based on original documents are deemed to be trustworthy pieces of evidence, and proof to the contrary can only be made by means of documents of similar nature or in writing ("preuve par écrit").

1.18.       The Client acknowledges and accepts that the Bank is required to record telephone conversations and electronic communications which result or may result in transactions. Furthermore, the Bank may also record telephone conversations or electronic communications in other circumstances.

The records will be kept for at least a period of five (5) years, which may be extended to seven (7) years upon the request of the competent authorities or for any other longer period as provided for by law.  The Client may request to be provided with a copy of the recordings, which relate to its dealings with the Bank, where relevant.

The Client expressly agrees that the telephone conversation recordings and electronic communications shall be deemed to be evidence for settlement of disputes between the Client and the Bank and may be used as evidence in legal proceedings.

Fees, Commissions, Duties

1.19.       The Bank shall invoice its services to the Client, taking into account the fees customary within the banking sector and the nature of the transactions involved, or as separately agreed between the Client and the Bank. The Client shall pay to the Bank all interest, fees, charges and other amounts that may be due, as well as all charges incurred by the Bank for the account of the Client or its assignees in opening, operating and closing the account. Should market conditions change, the Bank may change interest rates, commissions, fees and other charges due by the Client, in accordance with the banking customs of Luxembourg.

The Client empowers the Bank to debit the Client's account for all sums that the Client may, from time to time, owe to the Bank.

1.20.       The Client shall pay to the Bank all taxes and duties paid by the Bank or for which the Bank may be held liable, already existing or that may be created in the future by Luxembourg or foreign authorities and that relate to transactions executed by the Bank in its relationship with the Client.

The Bank cannot be held liable for any damages resulting from the omission to proceed to or to correctly proceed to tax exemption procedures or clawback from Luxembourg or foreign authorities.

1.21. The information about all costs and charges, including costs and charges in connection with the investment service and the financial instruments, which are not caused by the occurrence of underlying market risk, will be aggregated to allow the Client to understand the overall cost as well as the cumulative effect on return of the investment, and where the Client so requests, an itemised breakdown shall be provided.

Statement of Account

1.22.       The Client must notify the Bank of such errors as may be contained in the documents and statements of account sent to him/her/it by the Bank. Failing receipt of a written complaint within thirty (30) days from the date of posting of such documents and statements of account, all information contained therein, with the exception of material errors, will be deemed correct and the Client will be considered to have approved such documents and statements.

Where the Bank has mistakenly credited or debited a Client’s account, it has the right to rectify such material error without informing the Client and without the Client’s prior consent.

If the Client fails to receive documents, statements or other notices pertaining to a particular transaction within a normal postal delivery period, it must notify the Bank of the fact immediately when it comes to its attention.

1.23.       If, after a reversing entry into the books, the account shows a debit balance, overdraft interest will be automatically due, without formal notice, from the effective date of the overdraft.

Management Duties, Banking Information, Third Parties

1.24.       The Bank does not assume any duties regarding the management of the Client's assets other than those expressly set out in these General Terms and Conditions and any other agreement entered into between the Client and the Bank. In particular, the Bank does not undertake to inform the Client of any potential losses owing to changes in the market conditions, of the value or worthlessness of items deposited, or of any circumstances that might prejudice or otherwise impair the value of those items.

The Client shall personally verify the accuracy of indications provided by the Bank. Such indications are given for information purposes only and the Bank shall be liable only in the event of gross negligence.

If, as a service to the Client, or at the latter's request, the Bank gives advice regarding the management of assets, the Bank shall use its best endeavours and shall be liable only in the event of gross negligence.

Where relevant, the Bank will provide the Client with information on the financial instruments in a separate document. Such document will include appropriate guidance and warnings of the risks associated with investments in those instruments or in respect of particular investment strategies.

1.25.       The Bank is entitled to furnish normal banking information commonly available to the public about corporate and other legal entities and individuals registered in the trade register, unless the Client has advised the Bank specifically to the contrary.

When giving or omitting information within normal banking practice, the Bank shall be liable to the information recipient only in the event of gross negligence.

1.26.       If the Bank, while fulfilling the instructions of the Client, uses the facilities of third parties, the Client shall be bound by the agreements and general and special conditions applicable between the Bank and those third parties, as well as by the conditions binding such third parties, e.g. when operating on foreign stock exchanges. Furthermore, the Bank cannot be held liable for any prejudice caused to the Client by an act or an omission of that third party, except in case of gross negligence or wilful default by the Bank in the initial selection of the third party. The Bank shall only be required to credit the account of the Client once it has actually received the funds or securities resulting from foreign transactions. Transfers or remittances for the benefit of a Client with a correspondent of the Bank abroad will only be available to the Client as of the moment when such funds have been effectively credited to the Bank's account with that correspondent.

The prior receipt by the Client of a notice of transfer or an indication of a credit to the Client's account shall not affect the moment of the transfer as established by this clause

The Client accepts that all credits to its account of anticipated proceeds of sales or redemptions of securities and assets and more generally of anticipated income shall be conditional upon receipt by the Bank of final payment and that any amounts so credited to the Client’s account may be debited from the Client’s account at the Bank’s discretion, to the extent that final payment is not received or is not received by the due date.

Special Events

1.27.       The Bank shall not be liable for any losses caused by disturbances or the complete or partial interruption of its services or those of its national or foreign correspondents due to force majeure (including, but not limited to, strikes, riots, war or fire) or any other events not under the control of the Bank. The same rule shall apply to losses caused by criminal acts against the Bank, the interruption of its telecommunication system or any other similar event.

1.28.       The personal situation of the Client and in particular its family or marital status and relationships are not binding on the Bank. The Bank shall be informed immediately in writing of the death of the Client. If no such information is given, the Bank is not liable if it carries out administrative acts of disposal ordered by the co-owners or agents of the deceased. Orders given by proxy holders after the death of the Client will be executed by the Bank in accordance with Article 1939 of the Luxembourg Civil Code.

AMENDMENTS

1.29.       The Bank reserves the right to amend these General Terms and Conditions at any time, in particular to take account of any legislative or regulatory amendments, as well as changes in the Luxembourg banking practice and other relevant markets.

Should the Bank intend to amend and/or to add new provisions to the General Terms and Conditions governing the relationship with the Client, the Bank will immediately inform the Client indicating the clauses it intends to modify or add as well as the content of these amendments or additions.  

Any amendment to the General Terms and Conditions shall be brought to the attention of the client in writing either by circular letter or by any other means of communication such as a publication on its website, as the Bank shall decide.

Amendments are deemed approved if no written objection by the Client is obtained within thirty (30) days of notice thereof. It is understood that changes due to changes in laws or regulations shall be binding on the Client without any prior notification.

Termination

1.30.       In any agreement between the Bank and the Client, which contains neither an expiry date nor a period of notice, either party may terminate the relationship between them at any time, in writing, with a notice period of three days and without giving reasons.

In any event, if the Bank discovers that the solvency of the Client is doubtful, if the guarantees given are insufficient or the guarantees requested have not been given, if the Bank discovers that it is likely to incur liability by continuing its relationship with the Client, or the operations conducted by the Client seem likely to be contrary to public policy or morality, the Bank may terminate the relationship forthwith, without prior notice, except in the circumstances provided for by statute.

After termination of all agreements, the Bank may make all such assets of the account, as it deems fit available to the Client. If the Client takes no action in respect thereof, such amounts shall cease to bear interest.

APPLICABLE LAW, JURISDICTION AND PLACE OF EXECUTION

1.31.       Unless otherwise provided, the Bank and its Clients shall perform all their reciprocal obligations at the registered office of the Bank. Furthermore, unless otherwise provided, all rights and obligations arising from business relationships between the Client and the Bank and related accounts, whether contractual or not, shall be governed by the laws of the Grand Duchy of Luxembourg.

Unless otherwise provided, the courts and tribunals of the Grand Duchy of Luxembourg have sole jurisdiction over all disputes between the Client and the Bank in the context of, or in relation to, their business relation. The Bank retains the right to sue the Client before any other court which normally have jurisdiction over the Client.

2. GUARANTEES

Single Current Account, Offsetting of Accounts and Interrelation of Transactions

2.1.         The Bank shall open securities accounts, current accounts or term accounts in euro or in foreign currencies approved by the Bank for natural or legal persons.

2.2.         All accounts of a Client, whether denominated in one currency or in different currencies, whether of a special or different nature, whether for a fixed term or immediately payable, or whether they bear different rates of interest, shall de facto and de jure be deemed to constitute  sub-accounts of a single and indivisible current account in which the credit or debit position in respect of the Bank shall be determined only after conversion of any balances in foreign currencies into currency that is legal tender in Luxembourg at the exchange rate prevailing on the day on which the accounts are drawn up.

The debit balance in the single account, after the account has been drawn up and conversion carried out, shall be guaranteed by the collateral and personal securities attached to any of the sub-accounts. It is immediately payable together with debit interest and charges.

2.3.         Without prejudice to the above, it is agreed that the Bank shall be entitled at any time and without formal notice or prior authorisation, to set off the credit balance in one sub-account against the debit balance in another sub-account, and this up to the amount required to offset the overdraft in the latter, irrespective of the nature of the sub-accounts, and to carry out currency conversions for this purpose if necessary.

2.4.         All transactions that a Client carries out with the Bank shall be interrelated. The Bank is therefore entitled not to perform its obligations should the Client fail to fulfil any one of the obligations incumbent upon it.

Joint Debtors and Guarantors

2.5.         Debit balances can be cleared without any formal notice or other formalities by setting off those debits against all assets and credit balances of debtors that, either directly or indirectly, are jointly and severally or indivisibly liable to the Bank.

To that effect, the Bank has an irrevocable proxy to execute at any time all transactions that are necessary to settle the debit balance of one account by applying the credit balance of another account.

 Deferment of payment or contractual release of a debt granted to a joint debtor of the Client would not discharge the Client's debt and other obligations towards the Bank.

General Pledge

2.6.         By virtue of these provisions and in accordance with the law of 5 August 2005, as amended, on financial collateral arrangements, all documents, securities, claims, assets and bills of exchange entrusted or to be entrusted to the Bank for whatever purpose by the Client or for its account shall constitute de jure a pledge (the “Pledge”) established in favour of the Bank. The Pledge serves to secure all existing, future and contingent claims arising from the banking relationship which the Bank is entitled to.

The Bank is entitled to take whatever measures it deems necessary or advisable to render the Pledge enforceable towards third parties, as permitted by the laws of Luxembourg.

2.7.         To the extent that the Pledge consists of money claims due to the Bank by the Client and without prejudice to the agreement on the offsetting of accounts provided elsewhere in these General Terms and Conditions, the Bank is entitled, after giving formal notice in accordance with the conditions set out above, to proceed to net the Client’s commitments in respect of the Bank against the Bank’s commitments in respect of the Client.

2.8.         By way of application of this general Pledge:

·         fungible and non-fungible bearer securities, precious metals in general and all assets deposited by the Client with the Bank shall be transferred to the Bank as guarantee;

·         the Bank shall be authorised to enter in its name, in the registers of the issuer, all registered securities to be held by the Client in its accounts with the Bank; all other negotiable securities may bear an endorsement, in the name and for the account of the Client, stating that the securities have been deposited by way of guarantee;

·         all fungible securities and precious metals shall be considered to have been placed in a special account and, to that effect, the account opened in the name of the Client shall be declared by common agreement to be a special account created for that purpose.

2.9.         The Bank hereby accepts the pledging of all of the Client’s claims on the Bank as a guarantee in its favour.

2.10.       Without prejudice to any special guarantees the Bank may have obtained and those resulting from the above provisions, the Bank shall be entitled to call at any time for the deposit of new guarantees or an increase in those that it has been granted in order to cover all the risks it runs deriving from transactions entered into with or on behalf of the Client, whether such transactions have been completed or are still to be effected, are unconditional or subject to a condition of suspension or avoidance.

Miscellaneous

2.11.       Within the business relationship based on trust between the Bank and the Client, the latter shall inform the Bank of its general financial situation and any change thereto on a regular basis. The Bank will treat such information as confidential.

Independent of a formal notice of termination of the relationship, the Bank may at any time require the reimbursement of credits that it has granted, cash collateral or any surety on other guarantees in favour of the Client or annual credit lines, whenever it may reasonably assume that the financial situation of the Client or a person financially linked to the latter may endanger the prompt and complete performance by the Client of its obligations towards the Bank. If reimbursement applies to credits granted, cash collateral, surety on guarantees in favour of the Client, annual credit lines may not be reimbursed but only terminated.

The Bank may at any time request new or supplementary sureties from the Client to cover its obligations to the Bank.

3. ACCOUNTS

General

3.1.         The description and nature of each account and particular terms of its functioning are defined by the document relating to the opening of the account and any special or particular conditions, which may apply.

To that effect, these General Terms and Conditions are to be considered as a general agreement concluded between the Client and the Bank.

Transfers

3.2.         The Bank places its transfer facilities at the disposal of the Client for all kinds of transfers within the Grand Duchy of Luxembourg or abroad. These transactions are executed at the expense of the Client in accordance with the fees applicable at the time of the transfer.

Except where contrary instructions have been given by the Client, the Bank is authorised to credit the beneficiary's account in its own books with the amounts transferred to the beneficiary, or to have these amounts paid by one of its branches, subsidiaries or correspondents.

The Bank executes transfer orders to or from abroad in accordance with foreign exchange regulations.

In all instances, the Client's account will only be credited on the condition that the funds actually enter the Bank's account. The Bank may annul any transaction already booked for which the execution has become uncertain.

Orders from the Client shall be complete, accurate and precise so as to avoid any error. Without incurring any liability, the Bank may suspend the execution of any transaction in order to request further instructions.

Foreign Dealings

3.3.         The assets of the Bank corresponding to Clients’ holdings in foreign currencies shall be deposited with correspondents established either in the country of origin of the relevant currency or in another country. The Client shall bear, in proportion to its interests, all the economic and legal consequences that may affect the entirety of the Bank’s assets in the country of the currency or in the country in which the funds are invested which result from measures adopted by these countries or by third countries or which result from events of force majeure, insurrection, war or other acts beyond the Bank’s control.

Without prejudice to the provisions of Clause 2.2. and following of these General Terms and Conditions relating to the single current account, off-setting of accounts and the interrelationship of transactions, the Bank shall fulfil its obligations in the currency in which the account is denominated. The Client may not demand the restitution of holdings in a currency other than that in which they are denominated.

If the currency in question is unavailable, the Bank may, but shall never be obliged to, remit the funds in the corresponding amount of national currency, all exchange losses or other losses being borne by the Client.

The Bank shall validly fulfil its obligations arising out of foreign currency accounts by crediting or debiting accounts held with the correspondent bank in the country of origin of the relevant currency or with a bank designated by the Client. In the latter case, the Client shall also bear the risk of insolvency of that bank.

Forward Transactions

3.4.         The Bank may, upon explicit request by the Client and subject to the applicable laws and regulations, execute forward exchange transactions and orders for forward purchase and sale of securities.

In this respect the Bank may grant credits of various kinds or advances to the Client in proportion to its assets. The Client is aware of the risks involved in such transactions and agrees to execute such forward transactions at its sole risk and expense. The Bank shall not be liable for the loss of any opportunity or for any other damages suffered by the Client.

Term Deposits

3.5.         The duration, interest rates and applicable rules regarding term deposits are confirmed to the Client after the opening of its account.

The Client is informed by the Bank of any amendment to the operating conditions.

Statements of Account

3.6.         Statements of account are made available to the Client at least once a year.

They include administrative costs, management and other charges to be borne by the Client.

At regular intervals the Bank sends the Client a notice showing the entry or entries made, so as to enable the Client to check those transactions and present, if necessary, its observations and claims in accordance with the terms of Clause 1 of these General Terms and Conditions.

Interest

3.7.         Unless otherwise agreed, interest shall be charged by the Bank without prior reference to the debit balance of any of the accounts of the Client and without prejudice to the cost that may arise in case of closing of the account. The interest rate shall be fixed by the Bank by reference to the market conditions, applying a rate applicable to prime borrowers plus a supplement of up to a maximum of ten percentage points or such other rate as may be agreed upon between the parties. This provision may not be interpreted as authorising the Client to have any debit balance on its accounts. Interest charged on the debit balance shall be capitalised on a monthly basis.

In computing interest on credit or debit balances of accounts, the Bank may apply value dates as customarily used in the banking market.

Credit Advances

3.8.         The Bank may grant credits to its clients as may be agreed by separate agreements, including advances on current accounts.

All payments by the Client must be made in the currency in which the loan is drawn, at the time when payment is due, free of costs and without deduction, in Luxembourg or any other place previously specified by the Bank and to the account designated by the Bank. Payments by the Client shall be deemed to have been made in discharge of the debt only if the Bank has the funds resulting from such payments freely available.

All taxes and all fees, other levies and charges (including any minimum reserve charges) which the Bank and / or the Client incurs or will incur in future in connection with the conclusion, execution, maintenance and handling of the individual loan shall be borne by the Client.

The Bank may however at any time change the currency of the credit, if it is of the opinion that for reasons outside its control proper provision of the credit is not possible.

3.9.         The rates of interest, commission and charges attaching to the various types of loan and credit are governed by particular agreements between the Client and the Bank.

Where no agreements have been made as to the level of charges and interest, the Client shall bear costs and interest plus penalties calculated as per general market conditions charged by the Bank in Luxembourg at its discretion.

If a Client avails itself of credit without any specific agreement having been made or beyond an agreed date, this credit shall be due for immediate repayment without prior written notice.

The same applies to any amount available in excess of the agreed credit. In these events the Client, instead of paying a lower rate of interest or other charges that may have been agreed, shall pay interest charged by the Bank in accordance with Clause 3.7.

If the Bank performs any services or takes any measures as a result of the Client's failure to service or meet interest payment on a credit, or if the Client is in breach of an agreement, or in the case of enforcement measures by third parties or any other actions instituted against the Client, the Bank may at its discretion make a charge and demand compensation for the costs of any necessary legal action.

3.10.       Unless agreed otherwise, documentary credits are governed by the “Uniform Customs and Practice for Documentary Credits” published by the International Chamber of Commerce; the commercial terms shall be interpreted in accordance with the “International Rules for the Interpretation of the Most Commonly Used Trade Terms in Foreign Trade” (Incoterms) issued by that Chamber.

All waybills, invoices, insurance policies and other documents are dispatched and travel at the risk of the Client.

4. NEGOTIABLE SECURITIES

Deposits

4.1.         Securities and other assets entrusted to the Bank are deposited automatically into an account opened in the name of the Client and subject to custody duties and fees.

Unless stipulated otherwise by the Client or the Bank, securities shall be deposited in a fungible account. As a consequence, the Bank shall only be obliged to return to the depositor securities of the same nature, class and denomination, the serial number of which need not to concur with those actually handed over to it. The Bank may at its discretion deposit its Client’s securities with its correspondents (hereafter the “Sub-custodians”), to the largest extent permitted by applicable law.  The securities shall be deposited with the Sub-custodians in the name of the Bank but for the and at the risk of the Client, and according to the present conditions.

In accordance with the legal requirements incumbent upon it, the Bank shall maintain separate accounts with the Sub-custodians – at least one account for financial instruments belonging to all its Clients and another Account for financial instruments belonging to the Bank. In certain countries outside the European Union it may be legally or practically impossible for Client financial instruments to be segregated from financial instruments belonging to the Bank. Upon request the Bank shall provide the Client with a list of the Sub-custodians concerned.

In the event of the insolvency of the Bank, financial instruments held by the Clients with the Bank are under existing law safeguarded and do not form part of the estate of the Bank. Insolvency proceedings may, however, delay the restitution of the financial instruments to the Client.

If, in the event of such insolvency proceedings, the available quantity of specific financial instruments is insufficient, all the Clients whose portfolio includes such specific financial instruments shall bear a proportionate share in the loss, unless the loss may be covered by financial instruments of the same nature belonging to the Bank.

In such restitution shortfall situations or in case the Bank, for any other reason, only obtains the restitution of a quantity of specific financial instruments insufficient to satisfy the rights of all the Clients having deposited such specific financial instruments with it, such Clients shall bear the loss in proportion to their deposits in such financial instruments.

In the event of the insolvency of a Sub-custodian, financial instruments kept in sub-custody with such Sub-custodian are under the laws of many countries also generally safeguarded, subject to the above-mentioned delays and the risk that the available quantity of specific financial instruments may be insufficient.

In a limited number of countries outside the European Union, it is, however, possible that financial instruments kept in sub-custody with a Sub-custodian are included in the insolvency estate and that the depositors therefore do not enjoy a specific right to restitution. Upon request the Bank shall provide the Client with a list of such countries.

In certain countries some or all Sub-custodians may have a security interest or lien over or a right of set-off in relation to the financial instruments kept in sub-custody with them or their general terms of custody may provide for loss sharing in case of default of their own sub-custodian. This may result in situations where the Bank is unable to obtain the restitution of a quantity of financial instruments sufficient to satisfy the rights of its Clients. In such a case the above-mentioned proportionate loss sharing rule applies.

Upon special instructions, the Client may request that the securities or other assets be physically held at its disposal. For these physical financial instruments handed over to the Bank for safekeeping, the Bank accepts no liability whatsoever with regards to any corporate action and will not perform any corporate action without the specific instruction from the Client.

Sufficient notice must be given to the Bank if the Client intends to withdraw securities from its deposit.

All fees and costs relating to the deposit will be deducted by the Bank from the Client's account when due.

4.2.         The Client shall be responsible for all imperfections of or relating to securities deposited with the Bank. Deposited securities must be good for delivery, that is, authentic, in good material condition, not subject to protest, forfeiture or sequestration anywhere whatsoever and complete with all coupons due. The Client shall be liable for damages resulting from the lack of authenticity or from visible or hidden defects of the securities it has deposited.

Securities deposited by the Client with the Bank shall be remitted by the Bank on demand to the Client, subject to Clause 1.26 and following and Clause 4.1.

The Bank as depository for securities has no principal or ancillary obligations other than those expressly set out herein.

In its capacity as depository for securities, the Bank shall be liable only in the event of gross negligence. If the Bank keeps the securities on deposit with third parties, its liability shall be limited in accordance with Clause 1.26.

In the event of loss of the securities in custody, except as a result of force majeure, the Bank may either substitute securities of the same value or repay the Client the equivalent value of the securities lost, without its liability extending beyond this substitution or repayment.

4.3.         Unless otherwise instructed, the Bank may carry out the usual administrative tasks and transactions relating to corporate action on the basis of the publication and sources of information at its disposal.

It is the Client’s responsibility to take all necessary steps to preserve the rights attaching to the securities in custody, in particular the giving of instructions for the execution of conversions, the exercise or the purchase or sale of subscription rights and the exercise of option or conversion rights. In the absence of instructions from the Client within the prescribed time limits, the Bank is entitled, but not bound, to act as it thinks fit, provided the Client’s account contains sufficient funds.

4.4.         Unless the Client instructs the Bank to the contrary in due course, the net proceeds of any coupons payable and redeemable securities shall be credited automatically to the Client’s account in the corresponding currency. If no account is held in the corresponding currency, the Bank reserves the right either to open such an account or to convert the net proceeds into Euro. The Client shall repay to the Bank, upon first request, any coupons and redeemable securities credited by the Bank and which it has been unable to collect. The Bank is authorised to debit the Client’s account automatically.

4.5.         The Bank may accept sealed deposits. Clients are forbidden to place noxious or dangerous objects in sealed deposits. The Bank is entitled to inspect the contents of the deposit in the presence of the depositor.

The obligations of the Bank towards the depositor regarding sealed deposits are determined by law.

If, by the Bank's omission, sealed deposit securities are lost, the maximum liability of the Bank is limited to the amount declared at the time when the deposit was received.

Current Account

4.6.         The creation of any deposit of securities shall include the opening of a cash current account unless the holder already has such an account. Debits and credits relating to purchase and sales of securities, securities transactions and payments of fees and commissions can be entered into the cash account relating to the securities deposit.

5. COLLECTION OR DISCOUNT TRANSACTIONS

- TRANSACTIONS ON BILLS AND CHEQUES

5.1.         Collection transactions with which the Bank is entrusted are governed by the “Uniform Rules for Collections” issued by the International Chamber of Commerce insofar as the provisions they contain do not conflict with the General Terms and Conditions in force at the Bank and any special conditions.

5.2.         If cheques are presented for collection and the Bank credits the counter value thereof before the proceeds have been collected, it shall do so on the understanding that the credit is conditional upon the proceeds being collected, even in cases where the documents are payable at the Bank.

5.3.         If the Bank is re-debited with the amount of the cheques in accordance with foreign regulations or an agreement between banks regarding forged signatures or any other matters affecting the cheques, the Bank is entitled to debit the Client's account.

6. CONFLICTS OF INTEREST

6.1.         The obligations further detailed here below apply to all employees of the Bank (including close relatives when relevant), or of a company, investment vehicle, trust, etc. controlled by any employee and each of the Bank’s foreign subsidiaries and affiliated companies. All the Bank employees are guided in their actions on behalf of the Bank by the principles described below. More generally, each employee must observe the highest standards of professional ethics and contribute to the good governance of the Bank and maintain its reputation for integrity and impartiality beyond any reproach.

6.2.         The Bank will take all appropriate steps to identify and to prevent or manage potential situations of conflicts of interest that could arise, in the course of providing services, between the interests of the Client and the interests of the Bank.

The Bank will put in place a conflicts of interest policy which will be reviewed each year. A summary of this conflicts of interest policy is published on the Bank’s website: www.mizuho.lu.

6.3.         Where all reasonable efforts and measures taken to manage conflicts of interest do not seem sufficient to ensure, with reasonable confidence, that risks of damage to Client interests will be prevented, the Bank will consider whether a disclosure is appropriate or whether it is in the best interest of the Client to refrain from undertaking business on his or her behalf.

6.4.         In some of those scenarios, the Bank will disclose to the Client, in a durable medium, the general nature and, as the case may be, the source of the conflict of interest and the steps taken to mitigate those risks before undertaking business on its behalf, enabling the Client to take an informed decision with respect to the service in the context of which the conflict of interest arises

6.5.         The Client acknowledges that her/his/its portfolio may include products of the Bank.

7. LIMITATIONS TO THE BANK'S LIABILITY

7.1.         General Limitation - gross negligence: The Bank shall be liable only for gross negligence in its business relation with the Client.

7.2.         In particular, and without limitation, the Bank declines all responsibility for any loss or damage resulting from any abnormal and unforeseeable circumstances beyond the control of the Bank (force majeure), an act of war or revolution, strike, lockout, boycott, blockades, an intervention of a public authority or any other similar event beyond the control of the Bank. The same rule shall apply to losses caused by criminal acts against the Bank, the interruption of its telecommunication system or any other similar event. The reservation in respect of strikes, lockouts, boycotts and blockades shall apply even if the Bank itself is a party to such measures or conflict. It is expressly agreed that all orders carried out by the Bank on instructions given by the Client according to these conditions are entirely at the risk of the Client in particular misunderstandings, errors, duplication, fraud, abuse and all misrepresentation, except where the Bank is grossly negligent. The Bank does not assume any responsibility for any advice it gives or fails to give to its clients, except if such omission constitutes a gross negligence. Any damage resulting from legal incapacity of the Client or of his authorised signatories, heirs, legatees or successors in title must be borne by the Client, unless such incapacity has been communicated to the Bank in writing.

7.3          Liquidation of a legal entity: If a legal entity is liquidated, the Bank shall only execute instructions which are given by the liquidator appointed in accordance with applicable law.

8. BANKING SECRECY

8.1.         Banking secrecy as provided for by or pursuant to the laws and regulations applicable to credit institutions shall apply to all persons involved in any way whatsoever in the services provided by the Bank. The Bank shall not, unless instructed in writing by the Client, disclose to any third party any information about the Client’s transactions or relationship with the Bank.

8.2.         However, in certain cases, expressly provided for by law and which apply to all Luxembourg credit institutions, the Bank may be obliged to provide information requested by judicial or supervisory authorities in the context of their special legal power.

The undersigned hereby declares that it has received a copy of the General Terms and Conditions of the Bank, has read and approved the provisions laid down therein and by its signature commits itself to accept and respect them.

9.  DEPOSIT GUARANTEE

9.1.         The Bank has adhered to the deposit guarantee scheme of the Fonds de garantie des dépôts Luxembourg (“FGDL”). The FGDL constitutes the deposit guarantee scheme officially recognised in Luxembourg. The principles of its operation are based on Directive 2014/49/EU  on deposit guarantee schemes adopted on 16 April 2014. The new standards provided for by Directive 2014/49/EU and by Directive 2014/59/EU on the recovery and resolution of credit institutions and investment firms were implemented into Luxembourg legislation by the Law of 18 December 2015 on the failure of credit institutions and certain investment firms, as amended (the “Law of 18 December 2015”). Article 154 of the Law of 18 December 2015 establishes the FGDL. This scheme guarantees to the depositors, in the event of deposits becoming unavailable due to insolvency, the payment of a maximum amount of EUR 100,000 for each Client.

9.2.         As the Client retains the ownership of the financial instruments held by him with the Bank, such financial instruments will not form part of the own assets of the Bank in case of an insolvency (or any similar event) of the Bank and can thus be claimed directly by the Client. However, certain legal persons (including financial institutions acting on their own behalf, insurance undertakings, undertakings for collective investment, etc.) are generally excluded from the benefit of the FGDL scheme. The Bank will provide on demand further information to the Client in relation to the deposit-guarantee scheme.

10. PROTECTION OF PERSONAL DATA

10.1.       In accordance with the provisions of the data protection law applicable to the Grand-Duchy of Luxembourg and with Regulation No. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “Data Protection Law”), the Bank, as data controller may collect, store and process, by electronic or other means, the data supplied by the Client, his/her/its representatives, authorized agents, proxy holders or beneficial owners (the “Data Subjects”).

10.2.       The data processed may include in particular the name, contact details (including postal and e-mail address), ID documents, banking details, invested amounts of the Data Subjects (the “Personal Data”). Personal Data are collected directly from the Data Subject. Personal Data such as identification documents may also be collected by other means, such as online search engines (Pythagoras, World check, etc.) and other third party databases relevant for the activity of the Bank. The processing of Personal Data by the Bank is necessary for the performance of the contractual relationship between the Bank and the Client, in particular to manage Client relationship, to manage accounts and credit balances, to manage the Bank’s products and related services, to execute banking operations of any nature, to prevent abuses and frauds, to secure communication channels, to carry out statistics and tests, to manage risks, to manage litigation and debt recovery, and to develop commercial offers. Personal Data is also processed by the Bank for the purpose of complying with its legal obligations, notably with applicable anti-money laundering and financing of terrorism rules, and with applicable national and international sanctions lists and embargos.

10.3.       The Bank also records telephone conversations and electronic communications in the conditions set out under Section 1.18 of the present General Terms and Conditions.

10.4.       With the Data Subject’s consent, the Bank will also process Personal Data for marketing purposes. Such marketing will pertain to banking or financial products, or to any other kind of product offered by the Bank. The Data Subject may withdraw his/her/its consent at any time, without prejudice to the lawfulness of the processing of his/her/its Personal Data carried out for marketing purposes prior to such withdrawal.

10.5.       Personal Data will not be transferred to any third parties, except to those designated by the Client and to entities required for the performance of the processing of Personal Data for the aforementioned purposes. To this end, the Bank may transfer Personal Data to its data processors, including external service providers, auditors, legal advisors or affiliates of the Bank (the “Recipients”), in order to provide the services required by the Client. The Recipients are located in the European Union or in countries outside of the European Union ensuring an adequate level of protection of personal data, but also in countries that are not deemed to offer an adequate level of protection by the European Commission. Those transfers of Personal Data are necessary for the performance of the contractual relationship with the Client. The Bank and the Recipients concerned have put in place appropriate guarantees, such as contractual arrangements, for the processing and transfer of Personal Data. Copy of such contractual arrangements is available for consultation at the Bank’s registered office.

10.6.       The Data Subject may also obtain a list of such Recipients by writing to the following address: clientservices@mizuho.lu.

10.7.       To the extent required by applicable law, Personal Data may also be transferred to judicial and/or administrative authorities. In accordance with applicable legal and regulatory tax provisions pertaining to the automatic exchange of information, Personal Data may also be disclosed to the Luxembourg tax authorities, which in turn may, acting as data controller, disclose it to foreign tax authorities.

10.8.       The performance of the contract with the Bank is subject to the Personal Data being up to date. The Data Subject thus undertakes to inform the Bank without delay in case of change in his/her/its Personal Data.

10.9.       The Bank puts in place appropriate technical and organizational measures in order to ensure that the processing of Personal Data is carried out in state of the art conditions. Such measures are regularly audited by the Bank, and are updated when deemed necessary by the Bank.

10.10.     Each Data Subject has a right to access his/her Personal Data and may ask for such Personal Data to be rectified when it is inaccurate or incomplete. Subject to the conditions set out under the Data Protection Law, each Data Subject also has a right to object to the processing of such Personal Data, to ask for erasure of such Personal Data, to ask for data portability and for the limitation of processing of such Personal Data. In relation thereto, the Data Subject may exercise the above rights by writing to the Bank at its registered office.

10.11.     The Data Subject also has a right to lodge a complaint with the Luxembourg data protection supervisory authority (“CNPD”).

10.12.     Personal Data will not be retained for a period longer than necessary for the purposes of the data processing defined above, subject to applicable legal statutory limitation periods.